Draftable products are proprietary software applications.
Your use of Draftable products is subject to the terms and conditions as outlined in this End User Agreement.
1.1 This End User Agreement ("Agreement") is a binding legal document between Draftable and you, which explains your rights and obligations as an End User of Draftable products. "End User" means either (a) you as an individual or (b) your company, if you are using Draftable products in your capacity as an employee or agent of a company. You identify the specific "End User" during the registration process. "Draftable" means Draftable Pty Ltd (ABN 76 162 136 101) of 62 Elgin St, Carlton, VIC 3053, Australia.
1.2 By checking the "I Agree to the terms and conditions of the End User Agreement" box or allowing it to remain checked, or by installing or using any Draftable products, End User agrees to be bound by this Agreement. If you do not agree to this Agreement, then uncheck the "I Accept" box and do not install or use Draftable products.
1.4 From time to time, Draftable may modify this Agreement, including any referenced policies and other documents. Any modified version will be effective at the time it is posted. To keep abreast of your license rights and relevant restrictions, please bookmark this Agreement and read it periodically. By using any Product after any modifications, End User agrees to all of the modifications.
2.1 What's Included in "Software". Draftable offers software products for download. "Software" means any Draftable product that End User orders and downloads from Draftable. The term also includes (a) related documentation, (b) any Updates (defined below) to the Software, (c) any add-ons, plug-ins, APIs or Internet-based components of the Software provided by Draftable (but not third parties) ("Supplementary Software"), and (d) any third party software embedded in or provided with Draftable's software ("Embedded Software"). End User's detailed rights to use Software are in Section 3 below. To be clear, any add-ons, plug-ins, APIs or other code offered by third parties or created by End User itself are not "Software", and Draftable is not responsible for and does not offer any warranty, indemnity or support for those items.
2.2 What's Included in "Hosted Services". "Hosted Services" include any Draftable online services products that End User orders, and other online services provided by Draftable. "Hosted Services" always means the version of the Hosted Services as described in Draftable's then-current product descriptions. End User's detailed rights to use Hosted Services are in Section 4 below.
2.3 The "Products". This Agreement uses "Products" to refer to the Software and/or the Hosted Services.
2.4 Draftable's Maintenance Offerings. Draftable may offer "Maintenance" to End Users and may charge additional fees for this. Maintenance includes (a) any generally released updates, upgrades, patches, and bug fixes for the Software ("Updates") when and if generally released at Draftable's sole discretion, (b) web-based support and email support.
2.5 Limits on Authorized Users. Licenses to the Software and paid subscriptions to the Hosted Services are for specific named users ("Authorized Users"). Authorized Users may include End User's employees, representatives, consultants, contractors, agents, and Customers (note: detailed rules for Customers in Section 5.3 below). End User may add Authorized Users for additional fees. End User is responsible for all use of the Products by its Authorized Users and their compliance with this Agreement.
3. License to Use Draftable Software.
3.1 Software, Generally. Draftable grants End User a worldwide, non-exclusive, non-transferable, non-sublicenseable right to use the Software, subject to the terms and conditions of this Agreement. Software licenses are for one year unless terminated as described in this Agreement. Only Authorized Users may use the Software. All use of Software must be in accordance with the relevant Draftable documentation and policies. End User may make a limited number of copies of the Software as is strictly necessary for purposes of data protection, archiving, backup, and testing. Unless Draftable agrees otherwise in writing, End User may only install, use or make available the Software on End User's hardware systems, whether owned, leased or controlled. End User will be responsible for any use of the Software on any hardware systems not owned, leased or controlled by End User ("Uncontrolled Systems").
3.2 Authorized Devices. Each Authorized User may install the Software on at most two computers (“Authorized Devices”).
3.3 Updates and Supplementary Software. The terms for Software in this Agreement apply to any Updates and Supplementary Software, unless Draftable provides different terms. Draftable is not under any obligation to release Updates and Supplementary software or make such Updates and Supplementary software available to existing End Users. Draftable may cease making available Supplementary Software and Internet-based services used with the Software at any time.
3.4 Open Source Software. The Software may contain or be provided with components subject to the terms and conditions of "open source" software licenses ("Open Source Software"). To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including any provisions governing access to source code, modification or reverse engineering.
3.5 Evaluation Software. This paragraph applies to any Software that Draftable makes available on an evaluation basis ("Evaluation Software"). End User may only use the Evaluation Software for internal evaluation purposes for the period specified by Draftable (or, if not specified, for 7 days), and may only permit a limited number of users (specified by Draftable) to access the Evaluation Software. After the evaluation period, End User must delete all copies of the Evaluation Software. End User acknowledges that Evaluation Software may not be fully functional. Notwithstanding anything else in this Agreement, Draftable does not offer any warranty, indemnity or support for any Evaluation Software.
3.6 Source Code. Draftable may provide some elements of Software in source code form ("Source Code"). Unless otherwise specified, End User may modify Source Code solely to develop bug fixes, customizations, and additional features ("End User Modifications") and, notwithstanding anything else in this Agreement, may only use End User Modifications internally for purposes of using the Software licensed from Draftable. Draftable will have no support, warranty, indemnity or other obligations relating to, and assumes no liability for, any End User Modifications or any effect they may have on the operation of the Products.
3.7 IP Protection Mechanisms. The Software has license protection mechanisms designed to manage and protect Draftable's and its suppliers' and licensors' intellectual property rights. Whether using Source Code or not, End User must not modify or alter these mechanisms or try to circumvent them or the usage rules they are designed to enforce.
4. Use of Draftable Hosted Services.
4.1 Access Rights. End User may access and use the Hosted Services during the applicable Subscription Term (defined below), subject to the terms and conditions of this Agreement. All use of the Hosted Services must be in accordance with the relevant Draftable documentation and policies, including Draftable’s Acceptable Use Policy.
4.2 Subscription and Renewals.
4.2.1 End User agrees to a month to month contract term for Services unless otherwise stated in the product or service offering or otherwise agreed in writing. The month to month contract for services is automatically renewed each month in perpetuity subject to written cancellation by the client.
4.2.2 Renewals are charged at Draftable's then-current rates unless otherwise agreed, and Draftable will at its discretion charge End User using the credit card on file on or after the expiration date or send End User an invoice. "Subscription Term" means the initial term and any renewal term(s).
4.2.3 End User can request cancellation of any Services with us for any reason by submitting a secure cancellation request. If End User submits the cancellation request at least 5 business days prior to the upcoming expiration date, they will not be billed for renewal.
4.3 Contributor Accounts. At Draftable’s discretion, End User may invite a limited number of additional users to use Draftable’s hosted services for no additional charge (“Contributor Accounts”). Contributor Accounts will have a limited set of features. The restrictions on Contributor accounts include the following:
4.3.1 Contributor accounts must be associated with named humans.
4.3.2 Each person may not maintain more than one Contributor account.
4.3.3 Each Contributor Account may only be used by one person - a single login shared by multiple people is not permitted.
4.4 Evaluations. For evaluations of Hosted Services, the "Subscription Term" does not apply. Instead, the evaluation period is specified by Draftable. Draftable may notify End User of the remaining number of days through the Hosted Services. Notwithstanding anything else in this Agreement, Draftable does not offer any warranty, indemnity or support for any Hosted Services offered on an evaluation basis.
4.5 End User Data.
4.5.1 Unless otherwise specified, End User retains ownership of any intellectual property rights in data, content or information that End User provides through the Hosted Services ("End User Data"). End User's use of the Hosted Services and all End User Data must comply with End User's own privacy policies and all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data. End User is solely responsible for the accuracy, content and legality of all End User Data. End User agrees not to submit any content that is obscene, defamatory, libelous, threatening, harassing, pornographic, racially or ethnically offensive, that encourages conduct that would be considered a criminal offense or give rise to any civil liability. End User will not submit any material (including any virus, bot, worm, scripting exploit or other harmful code) that is likely to harm or corrupt the Hosted Services or any computer systems or data. End User represents and warrants to Draftable that it has sufficient rights in the End User Data to grant the rights in this section and that the End User Data does not infringe the rights of any third party. End User agrees that Draftable may, in its sole discretion, delete or remove any End User Data at any time and with or without notice.
4.5.2 When you upload or otherwise submit content to our Hosted Services, you give Draftable (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license continues even if you stop using our Services. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.
4.5.3 Draftable may use aggregate information to measure general Hosted Service usage patterns and characteristics of its user base and otherwise to improve its products and services, and may include such aggregate information about its audience in promotional materials or reports to third parties. This aggregate information will not reference names, phone numbers, email addresses, or other personally identifiable information, and it will be not traceable to a specific recipient or user email address.
4.6 Storage Limits. Draftable may create or modify maximum storage limits for the Hosted Services at any time, in its discretion, and End User acknowledges that it may not receive notices about these limits.
4.7 End User Responsibility for Systems. End User is responsible for its own Internet connection and must use software, systems and equipment compatible with the Hosted Services, as Draftable specifies in its published policies. Any End User web browsers and other software must support the Secure Socket Layer (SSL) protocol or other protocols accepted by Draftable. Draftable is not responsible for any End User Data lost, altered, intercepted or stored across networks not owned or operated by Draftable.
5. Important Customer Obligations
5.1 Accounts and Passwords. End User will provide accurate, current and complete information when registering with Draftable and ordering Products and agrees to update its information if it changes. This is important, because Draftable may send notices, statements and other information to End User by email or through End User's account (for Hosted Services). End User will keep all its Authorized Users' passwords and usernames confidential and will not share them with third parties. End User is responsible for all actions taken through its accounts. End User will ensure that an Authorized User is used only be that Authorized User – account sharing is not permitted.
5.2 Embedded Software. All of the other restrictions for Software in this Agreement also apply to Embedded Software Software, with the addition of the following terms.
5.2.1 End User receives restricted licenses to Embedded Software and may use Embedded Software only for its internal purposes (including for Customer Use as permitted below) in conjunction with the applicable Product as provided by Draftable, and may only use the Embedded Software as part of and through that Product. End User may not install, access, configure or use any Embedded Software (including any APIs, tools, databases or other components of any Embedded Software) separately or independently of the rest of the Product, whether for production, technical support or any other purposes, or otherwise attempt to gain direct access to any Embedded Software components, or permit anyone else (including Customers) to do any of these things. Notwithstanding any other terms of this Agreement, End User may not modify any Embedded Software. End User will be financially responsible to the applicable third party licensor ("Embedded Software Licensor") for all damages and losses resulting from End User's or its Customers' breach of this Agreement. End User may not "benchmark" or otherwise analyze performance information for individual Embedded Software elements.
5.2.2 Some Embedded Software may include source code provided as part of the Embedded Software Licensor's standard shipment. That source code will be governed by the terms for Embedded Software in this Agreement, and not the terms for Source Code in Section 2.5 (Source Code) above.
5.2.3 End User understands that the applicable Embedded Software Licensor retains all ownership and intellectual property rights to the Embedded Software. Embedded Software Licensors (and any other third party licensors of any components of the Products) are intended third party beneficiaries of this Agreement with respect to the items they license and may enforce this Agreement directly against End User; but, to be clear, Embedded Software Licensor do not assume any of Draftable's obligations under this Agreement. In addition, End User agrees to the Embedded Software-related audit provisions in Section 6 (License Certifications and Audits) below.
5.2.4 Embedded Software may include or be accompanied by third party technology that may be appropriate or necessary for use with some Embedded Software. Such technology may be specified in the Documentation or otherwise specified by Draftable, and is licensed to End User only for use with the Product with which it is provided under the specified third party license terms, and not this Agreement. Draftable may also provide additional or substitute terms for Embedded Software if required by the Embedded Software Licensor, and End User will comply with those terms.
5.2.5 Embedded Software Licensors will not provide support.
5.3 Use by End User's Customers.
5.3.1 End User's customers ("Customers") may be Authorized Users or may have Contributor Accounts. End User will be responsible for Customers the same as any other Authorized User and must enter into valid, binding agreements with Customers consistent with this Agreement. A Customer's permitted use of Products under this Agreement is called "Customer Use".
5.3.2 Draftable will not have any direct or indirect liability or obligation to any Customers, and Customers do not acquire any rights under this Agreement.
5.4 Conditions on Use of Products. End User will not, and will not allow any Authorized User or other third party to:
5.4.1 resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service, hosted service or outsourced basis) any Product to any third party (for use in its business operations or otherwise) or anyone else besides Authorized Users (including Customers) in accordance with this express terms of this Agreement, or permit anyone besides Authorized Users to use any data or information not owned by End User that is generated by the Products (and, in the event End User grants any security interest in any Products, the secured party has no right to use or transfer the Products);
5.4.2 use any Product to provide, or incorporate any Product into any product or service provided to, a third party, except as expressly permitted above for Customer Use;
5.4.3 reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code or non-public APIs to Products (including any data structure or similar materials produced by the Products), except to the extent expressly permitted by applicable law despite this prohibition (and then only upon advance notice to Draftable);
5.4.4 modify, adapt or create derivative works of a Product (excluding End User Modifications and End User Plug-ins);
5.4.5 remove or obscure any proprietary or other notices of Draftable or any third party contained in any Product (including any information or data generated by the Products);
5.4.6 use any Product for commercial solicitation purposes or spam;
5.4.7 use the Draftable name or any Draftable trademarks or logos except as permitted by Draftable;
5.4.8 commit any act or omission that could result in damage to Draftable's or its suppliers' or licensors' reputations.
5.4.9 End User will not attempt to do any of the foregoing, encourage others to do so, or otherwise attempt to bypass or circumvent any usage restrictions in this Agreement.
5.5 No High Risk Use. The Products are not fault-tolerant. The Products are not designed or intended for use in any situation where failure or fault of any kind of the Product could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). End User is not licensed to use the Licensed Products in, or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk Use includes, for example, the following: aircraft or other modes of human mass transportation, nuclear or chemical facilities, and medical devices. End User agrees not to use Licensed Products in, or in connection with, any High Risk Use.
5.6 Export Control. If a Product is acquired in Australia by End User, End User must comply with all applicable Australian export control laws and regulations, including the laws and regulations administered by the Australian Department of Foreign Affairs and Trade (or any replacement department or authority). End User is solely responsible for determining the existence and application of applicable local law to any proposed import and export and for obtaining any needed authorization. End User agrees not to export, directly or indirectly, any Product (or any direct product thereof) from any country in violation of applicable laws.
5.7 Indemnification. End User will indemnify, defend and hold harmless Draftable from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by End User (including any Authorized Users and Contributors) of this Agreement, (b) any End User Data, (c) any End User Modifications, End User Plug-ins or other modifications of or combinations with a Product, or any service or product offered by End User in connection with or related to a Product, (d) any Uncontrolled Systems, or (e) any representations or warranties made by End User (including any Authorized User or Contributor) regarding a Product to third parties. This indemnification obligation is subject to End User receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for End User to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that Draftable may participate in the claim at its own expense and End User may not settle any claim without Draftable's prior written consent; and (iii) all reasonable necessary cooperation of Draftable at End User's expense.
6. Fees and Payment
6.1 General. End User must pay all fees by their due date specified at the time of order or otherwise within 30 days of Draftable's invoice or notice. Renewal fees for Hosted Services will be charged as described in Section 4.2 (Subscription and Renewals). Late payments are subject to interest charges of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all collection expenses. End User will continue to be charged during any period of suspension. In event of any termination, End User will pay the unpaid balance due calculated in accordance with this section and this Agreement. Draftable may charge such unpaid fees and charges to End User's credit card or otherwise bill End User for such unpaid fees and charges. End User acknowledges that it is not relying on the future availability of any Products (including any Embedded Software) in agreeing to or making its payments hereunder.
6.2 GST for Australian Customers. “GST” means the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (“GST Act”).
6.2.1 If End User’s billing address is in Australia, any prices for supplies made and/or to be made under this Agreement are inclusive of GST.
6.2.2 If End User does not have a billing address in Australia but is a resident of Australia or plans to use the Products in Australia, End User must notify Draftable.
6.2.3 Draftable will issue tax invoices to End User for the purposes of GST.
6.3 Taxes other than GST. Payments made by End User under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received, except for GST charged to Australian End Users. To the extent that any such taxes or duties are payable by Draftable, End User must pay to Draftable the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, End User may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, End User will have the right to provide to Draftable with any such exemption information and Draftable will use reasonable efforts to provide such invoicing documents as may enable End User to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
6.4 Refunds. Software is non-refundable.
7. License Certifications
7.1 Upon Draftable's written request, End User will provide Draftable within 30 days with a signed certification certifying that all Products are being used pursuant to the terms of this Agreement, including any access and user limitations.
8. Draftable's Ownership Rights; Feedback
8.1 Draftable and its licensors reserve all rights not expressly granted to End User in this Agreement. The Products (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. Draftable or its licensors own the title, copyright, and other intellectual property rights in the Products and all copies, modifications and derivative works of the Products and underlying software (including any incorporating Feedback) ("Draftable Technology"), and End User does not acquire any ownership rights in Draftable Technology. All Products are licensed, not sold.
8.2 "Feedback" means any feedback, comments, suggestions or materials (including, to the extent disclosed to Draftable, any End User Modifications, but excluding End User Plug-ins) that End User may provide to Draftable about or in connection with the Products, including any ideas, concepts, know-how or techniques contained therein. End User may provide Feedback in connection with Maintenance and otherwise. End User hereby grants Draftable a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Products. End User agrees that Draftable may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed End User's Confidential Information, and nothing in this Agreement (including Section 9 (Confidentiality)) limits Draftable's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
Except as otherwise set forth in Section 8 (Draftable's Ownership Rights; Feedback) above, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Draftable Technology, performance information relating to the Products, and the terms and conditions of this Agreement shall be deemed Confidential Information of Draftable without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
10.1 This Agreement will continue so long as End User has a license to the Software or an ongoing Subscription Term for the Hosted Services, unless earlier terminated.
10.2 Draftable may suspend or terminate this Agreement and End User's account, with respect to one or more of the Products, if End User fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due. Draftable may terminate any free account or evaluation usage at any time in its sole discretion.
10.3 End User may terminate this Agreement at any time with notice to Draftable.
10.4 Hosted Services. Draftable, in its sole discretion, has the right to suspend or terminate End User’s account and refuse any and all current or future use of the Hosted Services, for any reason at any time. Draftable reserves the right to refuse service to anyone for any reason at any time.
10.5 Immediately upon termination of any license or subscription right granted under this Agreement, End User's license to Software and Hosted Services will cease, and End User must at its own cost: (a) cease using (and require all Authorized Users, and anyone else to cease using) all the terminated Products; (b) remove all copies of Software from its computer systems and any Uncontrolled Systems; and (c) return to Draftable all Software or provide Draftable with written certification that it has destroyed all copies of the Software and other Draftable Confidential Information in its possession, custody or control. Upon termination of this Agreement for whatever reason, End User will not be entitled to credits or refunds for any unused portion of this Agreement, including but not limited to unused maintenance and support.
10.6 All payment and other obligations accrued as of the date of any expiration or termination of this Agreement, and Sections 5.4 (Conditions on Use of Products), 5.6 (Export Control), 5.7 (Indemnification), 6 (Fees and Payment), 7 (License Certifications), 8 (Draftable's Ownership Rights; Feedback); 9 (Confidentiality), 10 (Termination), 11 (Warranties; Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Publicity Rights), 14 (Assignment), 16 (Governing Law and Arbitration), and 16 (General) will survive expiration or termination.
11. Warranties; Disclaimers of Warranties
11.1 General. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if End User is an entity, this Agreement and each order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
11.2 DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, DRAFTABLE AND ITS THIRD PARTY SUPPLIERS/LICENSORS PROVIDE THE PRODUCTS (INCLUDING THE HOSTED SERVICES, SOFTWARE AND ANY MAINTENANCE) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. WITHOUT LIMITING THE FOREGOING, DRAFTABLE AND ITS THIRD PARTY SUPPLIERS/LICENSORS MAKE NO REPRESENTATION, WARRANTY OR GUARANTY (1) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, (2) THAT (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE PRODUCTS WILL MEET END USER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY END USER THROUGH THE PRODUCTS WILL MEET END USER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRAFTABLE AND ITS THIRD PARTY SUPPLIERS/LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO, AND ASSUME NO LIABILITY FOR, ANY PRODUCTS PROVIDED ON AN EVALUATION BASIS. IN ADDITION, DRAFTABLE AND ITS THIRD PARTY LICENSOR/SUPPLIERS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF DRAFTABLE.
END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD.
12. Limitation of Liability
12.1 MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO END USER'S INDEMNIFICATION OBLIGATIONS IN SECTION 5.7 OR END USER'S BREACH OF ANY LICENSE OR USE RESTRICTIONS RELATING TO THE PRODUCTS, NOTWITHSTANDING ANY DAMAGES EITHER PARTY MIGHT INCUR FOR ANY REASON WHATSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF EITHER PARTY TO THIS AGREEMENT UNDER ANY PROVISION OF THIS AGREEMENT AND THE OTHER PARTY'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE ACTUAL DAMAGES SUCH PARTY INCURS, UP TO THE AMOUNT ACTUALLY PAID BY END USER FOR (A) SUCH SOFTWARE, DEPRECIATED ON A THREE-YEAR STRAIGHT LINE BASIS, OR (B) SUCH HOSTED SERVICE IN THE LAST TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMBEDDED SOFTWARE LICENSORS WILL NOT BE LIABLE TO END USER FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT DAMAGES OR THE TYPES OF DAMAGES DISCLAIMED IN SECTION 12.2 BELOW.
12.2 OTHER DISCLAIMERS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR END USER'S BREACH OF ANY LICENSE OR USE RESTRICTIONS RELATING TO PRODUCTS, IN NO EVENT SHALL EITHER PARTY (OR THEIR RESPECTIVE THIRD PARTY SUPPLIERS/LICENSORS) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUE) WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. END USER SPECIFICALLY UNDERSTANDS AND AGREES THAT DRAFTABLE (ON BEHALF OF ITSELF AND ITS THIRD PARTY SUPPLIERS/LICENSORS) DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO LOSS, LOSS OF USE OR CORRUPTION OF ANY END USER DATA (OR OTHER DATA END USER MAY PROVIDE) AND THE COSTS OF PROCUREMENT OF ANY SUBSTITUTE GOODS.
12.3 Failure of Essential Purpose. The parties agree that the limitations specified in this Section 12 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
12.4 Force Majeure. Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or any other cause which is beyond the reasonable control of the party.
13. Publicity Rights
Draftable may identify End User as a customer in Product promotional material. End User may request that Draftable cease identifying End User at any time by submitting an email to email@example.com. Requests may take 30 days to process.
Draftable may assign its rights and obligations under this Agreement in whole or in part without consent of End User. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
15. Governing Law and Arbitration
15.1 Applicable Law; Venue. This Agreement is governed by the laws of the State of Victoria, Australia, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Australia.
16.1 This Agreement is the entire agreement between End User and Draftable relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement.
16.2 If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
16.3 This Agreement may not be modified or amended except as described on the first page of this Agreement or otherwise with the written agreement of Draftable (which may be withheld in its complete discretion without any requirement to provide reasons).
16.4 As used herein, "including" (and its variants) means "including without limitation" (and its variants).
16.5 If either party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.
16.6 The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.