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PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT") CAREFULLY. BY SUBSCRIBING FOR A TRIAL PLAN OR A PAID PLAN OR OTHERWISE ACCESSING OR USING THE CLOUD SERVICES, YOU ("SUBCRIBER") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF SUBSCRIBER DOOE NOT AGREE TO THESE TERMS, DO NOT SUBSCRIBE TO OR OTHERWISE USE THE CLOUD SERVICES.
1. Introduction. LEAD is offering LEADTOOLS Cloud Services to developers wishing to leverage LEAD's imaging and document technology in their software applications. This Agreement governs Subscriber's use of the LEADTOOLS Cloud Services provided by LEAD as described on the Site. LEAD reserves the right to change this Agreement and impose other guidelines or rules posted on the Site from time to time at its sole discretion, and will provide notice of material changes on the home page of the Site. Subscriber's continued use of the LEADTOOLS Cloud Services, after such notice has been posted, constitutes Subscriber's acceptance of the changes. Subscriber's use of the LEADTOOLS Cloud Services will be subject to the most current version of this Agreement and any rules and guidelines posted on the Site at the time of such use.
2. Defined Terms. When used in this Agreement with the initial letters capitalized, the following terms will have the following meanings:
"Account" means the user profile created by or on behalf of a Subscriber completing the subscription application, accepting this Agreement and becoming eligible to use the LEADTOOLS Cloud Services and Development Resources.
"Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
"Agent" means an individual authorized to use the LEADTOOLS Cloud Services through Subscriber's Account as an agent and/or administrator as identified through a unique login.
"Agreement" means these Terms of Service, including any modifications, new versions and supplements hereto posted by LEAD to the Site, as well as all documents and materials incorporated herein by reference.
"Azure" means the cloud computing service created by Microsoft Corporation which includes a global network of Microsoft managed data centers. (see also: https://azure.microsoft.com/en-us/)
"Confidential Information" means all information disclosed by Subscriber to LEAD or by LEAD to Subscriber which is in tangible form and labeled "confidential" (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of this Agreement, Development Resources shall be deemed to be Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the parties; or (d) was or is independently developed by the receiving party without use of the disclosing party's Confidential Information.
"Development License" means the license granted pursuant to section 3 below allowing Subscriber to use the Development Resources to develop End User Software.
"Development Resources" means programming materials made available with the LEADTOOLS Cloud Services including technical documentation, programming tutorials, videos, sample source code examples, demo programs and other tools designed to facilitate developing End User Software which consume the LEADTOOLS Cloud Services.
"End Users" means persons, firms or entities licensed to use the End User Software developed by Subscriber for business or personal use.
"End User Software" means an end user program Subscriber develops using the Development Resources, which uses one or more of the LEADTOOLS Cloud Services and which contains significant additional functionality over and above the functionality contained in the LEADTOOLS Cloud Services.
"LEAD" means LEAD Technologies, Inc., a corporation organized under the laws of North Carolina and whose headquarters are located at 1927 South Tryon Street, Charlotte, NC 28203 and any of its successors and assigns.
"LEADTOOLS Cloud Services" means the LEADTOOLS Cloud Services hosted on Azure and more fully described on the Site which a Subscriber's End User Software accesses and consumes for the purpose of document and image file conversion, optical character and barcode recognition, image processing and related functionality. The Cloud Services are powered by LEADTOOLS©, LEAD's award-winning family of development toolkits for imaging.
"Service Plan" means the bundle of LEADTOOLS Cloud Services a Subscriber has subscribed to by creating an Account and placing orders for monthly subscriptions, blocks of transactions processed and such other plans offered by LEAD on the Site, including free trial and evaluation plans. Service Plans may be delineated by, among other things, the functionality available for consumption by the End User Software, the size, number of pages and type of files processed or converted, the target file format of the output and such other criteria adopted by LEAD from time to time. Available Service Plans are specified on the Site and may be subscribed to and, if applicable, purchased by Subscriber using the electronic order forms on the Site.
"Site" means https://services.leadtools.com/ where Subscribers interface with the LEADTOOLS Cloud Services, create and manage Accounts, place orders for Service Plans and monitor consumption of the LEADTOOLS Cloud Services.
"Subscriber" means the person or entity who has accepted this Agreement by creating an Account and is using the LEADTOOLS Cloud Services. Any person who has accepted this Agreement on behalf of an organizational entity represents that he or she has the authority to bind such entity.
"Subscriber Content" means all data, information, files and material uploaded by Subscribe, its Agents and End Users to be processed by the LEADTOOLS Cloud Services and all corresponding files and material provided as output by the LEADTOOLS Cloud Services.
3. Subscriber License; Reservation of Rights. LEAD grants Subscriber a nonexclusive, nontransferable and revocable right and license to use the LEAD Cloud Services in accordance with this Agreement and the Service Plan(s) acquired by Subscriber. LEAD further grants Subscriber a nonexclusive, nontransferable and revocable right and license to use the Development Resources solely for the purpose of developing End User Software which consumes the LEADTOOLS Cloud Services covered by the Service Plan(s) acquired by Subscriber. The rights and licenses granted hereby are subject to Subscriber's compliance with all of the terms, conditions and limitations contained in this Agreement. Except for the rights expressly granted under this Agreement, LEAD and its suppliers retain all right, title and interest in and to the LEADTOOLS Cloud Services, the Site and the Development Resources and all intellectual property rights therein. The Cloud Services are powered by LEADTOOLS© SDKs. For LEADTOOLS© copyright and third party intellectual property license notices which may be applicable to use of the LEADTOOLS Cloud Services, see: Intellectual Property Notices.
4. Use Restrictions and Obligations of Subscriber. Subscriber agrees that its' license to use the LEADTOOLS Cloud Services is subject to the following use restrictions and Subscriber's compliance with the following obligations.
Use of Development Resources. All of the Development Resources, including code samples, demos, and other materials may be used solely for the development of the End User Software. The Development Resources may not be copied, distributed, disclosed or used for any other purpose and in any other manner. Source code examples provided in the Development Resources may be copied and modified for incorporation into the End User Software.
End User Software. The End User Software consuming the LEADTOOLS Cloud Service must be licensed to Subscriber's End Users pursuant to an end user license agreement (EULA) which prohibits copying, reverse engineering and decompiling the End User Software. The End User Software will in its about box, read me file or user manual contain the following attribution: "Powered by LEADTOOLS Cloud Services - https://services.leadtools.com". The End User Software may not be a developer oriented product such as a development toolkit or API for use by computer programmers. The End User Software may only be used by Subscriber and its End Users for internal business purposes unless otherwise agreed by LEAD in writing. Specifically, the End User Software may not be offered as a web service or provide on-line services similar to those services offered by the LEAD Cloud Services. Each End User Software developed by Subscriber will be given its own unique Application ID.
Account. A Subscriber may only make a single account designated by a single email address. In setting up an Account, Subscriber will use accurate information as to Subscriber's identity and contact information and will promptly update the information if it changes. Subscriber will maintain the security of its Account and promptly notify LEAD if Subscriber discovers or suspects that someone has accessed Subscriber's Account without permission. Subscriber will follow the guidelines and suggestion provided by the Site for password length and duration and follow the other security guidelines offered by the Site. If Subscriber permits others to use Subscriber's Account credentials, Subscriber is responsible for the activities of such users that occur in connection with Subscriber's Account. Subscriber will not establish multiple Accounts with different email addresses or take other actions to attempt to gain additional free access or otherwise circumvent the billing and pricing mechanisms established by LEAD.
Miscellaneous. Subscriber agrees not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the LEADTOOLS Cloud Services available to any third party, other than authorized Agents and End-Users in furtherance of Subscriber's internal business purposes as expressly permitted by this Agreement; (b); Create a false identity or provide false information when registering for an Account or attempt to use another's persons account, password or Service Plan; (c) modify, adapt, or hack the LEADTOOLS Cloud Services or otherwise attempt to gain unauthorized access to the LEADTOOLS Cloud Services or related systems or networks; (d) use the LEADTOOLS Cloud Services in any unlawful manner, including, but not limited to, violation of any person's privacy rights; (e) use the LEADTOOLS Cloud Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights; (f) use the LEADTOOLS Cloud Services in any manner that intentionally interferes with or disrupts the integrity or performance of the LEADTOOLS Cloud Services and its components; (g) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the LEADTOOLS Cloud Services; (h) use the LEADTOOLS Cloud Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, threatening, invasive of privacy, abusive, libelous, defamatory, obscene, pornographic, fraudulent or discriminatory; (i) use the LEADTOOLS Cloud Services to store or transmit any "protected health information" as that term is defined in 45 C.F.R. 160.103; (j) use the LEADTOOLS Cloud Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (k) use or launch any automated system that accesses the LEADTOOLS Cloud Service (i.e., bot) in a manner that sends more request messages to a service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (l) otherwise attempt to use, or use the LEADTOOLS Cloud Services in violation of this Agreement.
5. Subscriber Content; Security; Submissions. Subscriber grants LEAD a worldwide, royalty-free, non-exclusive license to copy and store Subscriber Content in order to provide the LEADTOOLS Cloud Services subscribed by Subscriber in accordance with its Service Plan(s). All Subscriber Content is automatically scheduled to be deleted forty eight (48) hours after it has been uploaded and processed output of Subscriber Content will be deleted within forty eight (48) hours after it has been processed. LEAD has no obligation to retain or store Subscriber Content and Subscriber agrees that LEAD will not be liable for any lost or corrupted Subscriber Content. In general, LEAD personnel will not be accessing or reviewing Subscriber Content, instead, the LEADTOOLS Cloud Services will be processing the Subscriber Content on Azure and the resulting output will be transmitted as directed by the End User Software. Subscriber agrees that LEAD personnel may access Subscriber Content and retain a copy thereof for a reasonable amount of time if LEAD has a good faith belief that it must do so to (a) perform system administration, such as diagnosing and correcting problems, or testing any aspect of the LEADTOOLS Cloud Services (b) correct a defect or fix a bug reported by Subscriber in the software that is providing the LEADTOOLS Cloud Services (c) respond to a valid court order or subpoena; or (d) protect LEAD or others from liability or damages. If LEAD personnel are required to access Subscriber Content, such Subscriber Content will be considered to be Confidential Information for purposes of this Agreement. LEAD will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber Content. Additional information regarding security measures LEAD uses in connection with LEADTOOLS Cloud Services can be reviewed here: security. All Subscriber Content is processed and stored at an Azure data center located in North America. Microsoft Corporation is responsible for the security of the hosting environment. More information concerning their security protocols can be reviewed here: https://azure.microsoft.com/en-us/overview/trusted-cloud/. Subscriber grants LEAD a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the LEADTOOLS Cloud Services any and all submissions communicated to LEAD, including without limitation, feature requests, product suggestions, service enhancements, code examples, demo code modifications and all other feedback LEAD receives from Subscriber, its Agents, End-Users, or other third parties acting on Subscriber's behalf.
6. Agents and End Users. Subscriber is responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under Subscriber's Account, as well as for all Subscriber Content. Without limiting the foregoing, Subscriber is solely responsible for ensuring that use of the LEADTOOLS Cloud Services to store and transmit Subscriber Content is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations Subscriber may maintain or enter into with Agents or End-Users. Subscriber also maintains all responsibility for determining whether the LEADTOOLS Cloud Services or the information generated thereby is accurate or sufficient for Subscriber's purposes. Subscriber agrees and acknowledges that each Agent will be identified by a unique username and password ("Login") and that an Agent Login may only be used by one (1) individual. Subscriber will not share an Agent Login among multiple individuals.
7. Confidential Information. Subject to the express permissions of this Agreement, each party will protect each other's Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each of us may use each other's Confidential Information solely to exercise their respective rights and perform their respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the personnel who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
8. Assignment. LEAD may assign this Agreement, in whole or in part, at any time with or without notice to Subscriber. Subscriber may not assign this Agreement, or any part of it, to any other person without LEAD's prior written consent. Subscriber may not transfer to anyone else, either temporarily or permanently, any rights to use the LEADTOOLS Cloud Services.
9. Notices; Consent Regarding Electronic Information. This Agreement is in electronic form, and LEAD has the right to send Subscriber information and notices regarding the LEADTOOLS Cloud Service. There may be information regarding the LEADTOOLS Cloud Services that the law requires LEAD to send Subscriber. LEAD may send Subscriber this information in electronic form to the email address associated with Subscriber's Account.
10. Termination. LEAD reserves the right discontinue providing LEADTOOLS Cloud Services at any time by providing thirty (30) days prior notice, which may be sent via email. LEAD also reserves the right to terminate individual subscriptions upon ten (10) days advance notice for any reason. In addition LEAD reserves the right, in its sole discretion, to delete or remove Subscriber Content from the Site or storage servers and to restrict, suspend, or terminate Subscriber access to all or part of this Site, at any time if LEAD has cause to do so (including, without limitation, LEAD's good faith belief that Subscriber has violated this Agreement) without prior notice or liability. In addition, LEAD reserves the right to delete or remove Subscriber Content earlier than scheduled if the relevant subscription has expired or lapsed, or if LEAD has a good faith belief that the user uploading and storing such Subscriber Content has violated this Agreement, or any law or regulation, or that such deletion or removal is necessary to comply with the law or to protect the rights of LEAD or others. LEAD also disclaims all liability with respect to the misuse, loss, modification, or unavailability of any Subscriber Content. If LEAD terminates Subscriber's Account for any reason other than for breach of this Agreement, LEAD will refund any unused portion of the Service Plan purchased by Subscriber. Except for the obligation to refund Subscriber for unused Services, LEAD will incur no liability whatsoever for termination of a Subscribers account or termination of the LEADTOOLS Cloud Services. A refund will not be required if LEAD terminates a Subscriber's account for breach of this Agreement. Subscriber may terminate its Account at any time without notice, provided however, Subscriber agrees that there will be no refund of any fees paid to LEAD in the event of a voluntary termination by Subscriber. To terminate the Agreement, Subscriber may send an email to cloudservices@leadtools.com. Account termination will not affect Subscriber's indemnity obligations and will not otherwise affect any provisions in this Agreement pertaining to limitation of liability, confidentiality or intellectual property rights and obligations.
11. Payment for Service Plans. Pricing and payment terms for Service Plans are described on the Site. All posted Service Plans are prepaid plans and Subscriber can pay for the Service Plans it requires using a credit card on LEAD's secure e-commerce site. Certain Service Plans may be eligible for other payment arrangements, such as purchase orders, PayPal, bank drafts, and wire transfers. Pricing for Service Plans and payment terms are subject to change by LEAD at any time by publishing the changes to the Site. Price changes will not affect the pricing in any Service Plans that have already been purchased by Subscriber. Unless otherwise stated on the Site, Service Plan charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). Subscriber is responsible for paying Taxes, except those assessable against the LEAD measured by its net income. LEAD will invoice Subscriber for such Taxes if LEAD believes it has a legal obligation to do so and Subscriber agrees to pay such Taxes if so invoiced.
12. Trademarks. The trademarks, logos, and service marks ("Marks") displayed on the Site are the property of LEAD or other third parties. Subscriber t the prior written consent of LEAD or such third party that may own the Marks. LEADTOOLS and the LEADTOOLS logo are registered trademarks of LEAD.
13. WARRANTIES AND DISCLAIMERS. LEAD HAS PROVIDED SUBSCRIBER THE ABILITY TO THOUROUGHLY TEST THE LEADTOOLS CLOUD SERVICES PRIOR TO SUBSCRIBER PURCHASING A SERVICE PLAN. ACCORDINGLY, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN SUBSCRIBER AND LEAD, THE SITE, AND ALL LEAD MATERIALS AND LEADTOOLS CLOUD SERVICES ACCESSIBLE THROUGH THE SITE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LEAD MAKES NO WARRANTY THAT (i) LEADTOOLS CLOUD SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS; (ii) LEADTOOLS CLOUD SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LEADTOOLS CLOUD SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF LEADTOOLS CLOUD SERVICES PURCHASED OR ACCESSIBLE BY SUBSCRIBER THROUGH THE SITE WILL MEET SUBSCRIBER'S EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM OR USED THROUGH THE SITE, OR ANY DEFECTS IN THE SITE OR LEADTOOLS CLOUD SERVICES WILL BE CORRECTED.
THE USE OF THE LEADTOOLS CLOUD SERVICES THROUGH THE SITE IS DONE AT SUBCRIBER'S OWN DISCRETION AND RISK AND WITH SUBSRIBER'S AGREEMENT THAT IT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL LEAD, ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE TO SUBSCRIBER, AGENT END USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT LEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THIS SITE OR LEADTOOLS CLOUD SERVICES, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF SUBSCRIBER TRANSMISSIONS OR DATA, ANY FAILURE TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT, OR ANY LEADTOOLS CLOUD SERVICES AVAILABLE THROUGH THE SITE THAT ARE DELAYED OR INTERRUPTED. IN NO EVENT WILL LEAD'S LIABILITY HEREUNDER UNDER ANY LEGAL OR EQUITABLE THEORY, EXCEED THE AGGREGATE AMOUNT OF MONEY SUBSCRIBER HAS PAID TO LEAD IN SERVICE PLAN FEES FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE FIRST EVENT GIVING RISE TO LIABILITY AND SUBSCRIBER WAIVES ANY RIGHTS TO RECOVER ANY AMOUNTS OVER AND ABOVE A RETURN OF THE FEES IT HAS PAID TO LEAD.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO SUBSCRIBER.
15. US Federal Government Users. The LEADTOOLS Cloud Services and underlying software and documentation available on this Site are "Commercial Items," 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (A) only as Commercial Items and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
16. International Users and Export Laws. The Site is controlled, operated, and administered by LEAD from its offices within the United States of America. LEAD makes no representation that the Site, or the LEADTOOLS Cloud Services available through it, are appropriate or available for use at other locations outside the United States. Access to the Site from territories or by persons where the Site or any of the LEADTOOLS Cloud Services are prohibited by United States export or economic sanctions laws and regulations ("US Export Laws") is strictly prohibited. By creating an Account, Subscriber is certifying that it is not a national of any country to which the United States embargoes goods or services, and that Subscriber is not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals as such terms are defined by US Export Laws. If Subscriber accesses the Site from a location outside the United States, Subscriber is responsible for compliance with all local laws, including privacy laws and regulations.
17. Indemnification. Subscriber agrees to indemnify and hold LEAD, and its officers, agents and employees, harmless from any claim or demand, including reasonable attorneys' fees, costs and expenses, made by any third party due to or arising out of (i) Subscriber Content submitted to, posted to, or transmitted through the Site, (ii) Subscriber's use of the Site, (iii) Subscriber's connection to the Site, (iv) Subscriber's violation of the terms of this Agreement or (v) Subscriber's violation of any rights of another person or entity.
18. Governing Law and Jurisdiction. The Site is controlled by LEAD from its offices within the state of North Carolina. By accessing this Site, Subscriber and LEAD agree that all matters relating to access to this Agreement, or use of the LEADTOOLS Cloud Services shall be governed by the laws of the State of North Carolina, without regard to the conflicts of laws principles thereof. Subscriber and LEAD also agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Mecklenburg County and the United States District Court for the Western District of North Carolina with respect to such matters. The parties expressly agree that this Agreement is not governed by or subject to the United Nations Convention on Contracts for the International Sale of Goods.
19. Miscellaneous Provisions. This Agreement and other guidelines and conditions posted on the Site constitute the entire agreement between LEAD and Subscriber with respect to its' use of the Site. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Agreement shall continue in full force and effect. Any failure by LEAD to enforce or exercise any provision of this Agreement shall not constitute a waiver of that right or provision. Except with respect to the payment of fees under this Agreement, neither party will be liable for nonperformance or delays caused by acts of God, wars, riots, strikes, fires, floods, earthquakes, government restrictions, terrorist acts or other causes beyond its reasonable control.