End User License Agreement

 

BLOOMREACH END USER LICENSE AGREEMENT

This END USER LICENSE AGREEMENT (“EULA”) between you (“End User”) and BloomReach, Inc., located at 82 Pioneer Way, Mountain View, CA 94041 (if End User resides in the United States of America or Canada or BloomReach B.V, located at Oosteinde 11, 1017 WT Amsterdam The Netherlands (if End User resides outside of United States of America or Canada) (“BloomReach”). “You” means the individual or legal entity licensing the Product and Software under this EULA. The terms and conditions of this EULA shall govern the use of any BloomReach Product that End User purchases from a Reseller, during the Term and BloomReach will provide to End User the Products or Additional Service with respect to the Site(s) each as identified on the applicable Sales Order submitted by a BloomReach Reseller and accepted by BloomReach unless End User and BloomReach have executed a separate agreement governing the use of the Products. “Use” means to download, install, activate, access or otherwise use the Products or Software.

 

1. DEFINITIONS

1.1. “Additional Services” means all additional services provided by BloomReach to the End User (directly or indirectly through a reseller) other than the Product, including but not limited to integration services, business services and Training, and purchased in the applicable Sales Order

1.2. “Certified Stacks” mean the software configurations that are required for the Software to be operable forth at https://www.onehippo.org/library/about/system-requirements.html;

1.3. “Contractors” means End User’s independent contractors and consultants;

1.4. “Documentation” means any technical specification documentation, technical product descriptions, user guides and technical integration guides relating to a BloomReach Product generally provided by BloomReach to its customers via the BloomReach dashboard or documentation portal;

1.5. “Expense” means an out-of-pocket expense that BloomReach has incurred to perform an Additional Service;

1.6. “Fee” means an amount that End User is obligated to pay under the EULA for Additional Services that BloomReach has performed or is obligated to perform hereunder;

1.7. “Intellectual Property Rights” means all rights of intellectual property, such as copyrights, trademark rights, patents, model rights, trade name rights, database rights and neighboring rights, as well as domain names and know-how; and any related rights;

1.8. “Marks” means BloomReach’s logos, pictorial marks, trademarks, service marks and trade names. End User may not use any of the Marks without BloomReach’s prior written consent;

1.9.  “Site Page View” means an instance of a webpage loaded (or reloaded) in a browser for a specific site or device;

1.10. “Products” means the Software and Additional Services offered by BloomReach on a subscription basis and set forth on the applicable Sales Order;

1.11. “Reseller” means BloomReach’s authorized reseller;

1.12. “Sales Order”, or “SO” means a separate contract between Parties, which is part of this EULA and in which Parties agree that BloomReach will supply Additional Services;

1.13. “Site” means the web or other digital pages under the domain(s) specified in the applicable Sales Order for display on the supported devices, native applications and other platforms specified in the Sales Order; 

1.14. “Software” means BloomReach source code, algorithms or other code, including the underlying structure, schema, functions, methods of operation and ideas relating to the software that is being developed as part of the software and any algorithms, derivative works, or any modifications, corrections, improvements, or extensions used by BloomReach to provide the Products and Services; 

1.15. “Support” means the standard services set forth as applicable, at https://www.bloomreach.com/en/about/experience-sla; https://www.bloomreach.com/en/about/brsm-sla; or https://www.bloomreach.com/en/about/cloud-sla.

1.16.   “Subscription Term” means the initial period plus any Renewal Term for which End User has purchased a valid and fully paid up license to Products through Reseller; and

1.17. “Training” means the form of knowledge transfer aimed at making End Users familiar with the functionality to be supplied by BloomReach as set forth in a Sales Order.

 

2. RIGHT OF USE

2.1  License. As long as the End User complies of the terms and conditions of the EULA and the applicable Sales Order, BloomReach hereby grants the End User as follows: (a) (1) End Users using a hosted or cloud version of the Product shall receive a world-wide, non-exclusive, non-transferable, revocable right to use and access the Products, (2) End Users using on-premise version of the Product a worldwide, non-exclusive, non-transferable, revocable license to use the applicable Products in object form during the Term; and (b) End Users using on-premise version of the Products, Software and Services (1) will run the Software only on, (2) will bear all costs of providing, systems that comply with BloomReach’s specifications (including, without limitation, the Certified Stacks), which BloomReach will provide to End User upon request, (3) will not install or run the Software on more Servers’s than the maximum number of Servers’s licensed; (c) End User will use the Products solely within its enterprise and solely to conduct and support its normal business operations; and (d) End User may not make the Products available to any third party by sublicense, lease, sale, transfer, or any other means (the “License”).

2.2 Open Source Software. If and in so far as a Product contains open source software, End User’s rights and obligations with regard to that open source software will be governed by the applicable open source software license.

 

3. MAINTENANCE AND SUPPORT

3.1. So long as End User is not in breach of this EULA, BloomReach (directly or through a reseller) provides the End User with Support of the Software. 

 

4. ADDITIONAL SERVICES

4.1 BloomReach will provides the End User with Additional Services solely as agreed in separate SOs with End User (or as specifically authorized through its reseller). 

 

5. PRICES, RATES, INVOICING AND PAYMENT

5.1 Payment Terms. To the extent invoiced for Additional Services directly purchased or for reimbursement pursuant to Section 5.2, End User will pay each applicable invoice within 30 days of the invoice date or by such other date as may have been agreed upon by the Parties in writing.

5.2 Reimbursement. End User will reimburse BloomReach, at BloomReach’s then-applicable standard rates, for all BloomReach personnel time spent investigating an alleged Error that BloomReach reasonably determines to have been caused by: use of the Product in violation of the License; End User personnel errors or lack of training; or failure or malfunction of any product or service not provided by BloomReach.

5.3 Late Payments and Collection Costs. If BloomReach does not receive any payment when due (for Additional Services or for reimbursement pursuant to Section 5.2), End User will pay to BloomReach a late payment fee equal to the lesser of 1.5% per month or the maximum amount permitted by law. End User will reimburse BloomReach for all costs of collecting any past due accounts, including attorneys’ fees.

5.4 Taxes.  BloomReach’s fees are exclusive of all sales, use, value-added, withholding and other taxes or duties, and End User will promptly pay or reimburse BloomReach for all taxes arising out of this EULA. End User hereby confirms that BloomReach can rely on the End User corporate address in applicable Sales Order as being the place of use for sales tax purposes, unless End User provides, prior to invoicing by BloomReach, a list of other place(s) as being the place(s) of use. If End User is legally entitled to an exemption from the payment of any taxes, End User will promptly provide BloomReach with legally sufficient tax exemption certificates for each taxing jurisdiction for which it claims exemption. Payments to BloomReach shall be made without deduction for any taxes.  

6. TERM AND TERMINATION 

6.1 EULA Term. This EULA will begin on the first use of the Products and shall, subject to Section 6.2,  remain in effect during the term of the license BloomReach authorized Reseller to sell to you.  

6.2 Termination for cause. 

A. Either Party may terminate this EULA immediately upon written notice to the other Party if: (a) the other Party ceases to carry on its business; (b) the other Party breaches any material provision of this EULA, and such breach continues uncured for 30 days (ten days for breach of any payment obligation of the Additional Services) after written notice of this breach; (c) a receiver or similar officer is appointed for the other Party and is not discharged within 30 days; (d) the other Party becomes insolvent, admits in writing to its inability to pay debts as they mature, is adjudicated bankrupt, or makes assignment for the benefits of its creditors; or (e) any proceeding under bankruptcy, or insolvency laws is commenced by or against the other Party and is not dismissed within 30 days. 

B. BloomReach may terminate the EULA upon written notice (a) upon an amalgamation, acquisition or merger of Reseller with any person or entity who is not a party to the EULA or assignment of the EULA  by Reseller, unless consented to by BloomReach in writing in advance; (b) if there is a change in the controlling ownership of Reseller; or (C) Reseller fails to maintain the criteria specified in the BloomReach Channel Partner Portal for it Reseller level, or (c) immediately, upon written notice, for any breach of BloomReach’s intellectual property rights.

6.3 Consequences of termination. Upon termination End User will cease using the Products, Software and Additional Services. Any amounts invoiced to the End User for Additional Services prior to the termination, remain outstanding in full and are immediately due and payable at the time of termination.

6.4 Unless provided otherwise, any obligations which are by their nature destined to continue after termination of the EULA, will continue accordingly. The termination of the EULA does explicitly not release Parties from provisions related to confidentiality, liability, intellectual property rights, workforce takeover, applicable law and forum selection.

6.5 In the event of termination and at the request of End User, the Parties will enter into discussions regarding the (manner of) transfer of data, the service provision and/or other control measures, necessary for an uninterrupted progress of the End User's use of data. 

6.6 All activities carried out by BloomReach with regard to the previous paragraph, are charged on the basis of subsequent costing at rates current at that time.

 

 

7. WARRANTIES

7.1 Disclaimer of warranties. ALL PRODUCTS ARE PROVIDED “AS IS”. BLOOMREACH DOES NOT WARRANT THAT ANY PRODUCT IS WITHOUT FLAWS OR WILL OPERATE WITHOUT INTERRUPTION, OR THAT BLOOMREACH WILL BE ABLE TO CORRECT ANY FLAW WITHIN ANY SPECIFIED PERIOD OF TIME. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7.2 Additional Services Warranty and Exclusive Remedy. BLOOMREACH WARRANTS THAT IT WILL PROVIDE ADDITIONAL SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER TO STANDARDS GENERALLY ACCEPTED IN THE INDUSTRY. END USER'S EXCLUSIVE REMEDY FOR BREACH OF FOREGOING WARRANTY WILL BE TO REQUIRE BLOOMREACH TO RE-PERFORM THE ADDITIONAL SERVICES IN ACCORDANCE WITH THE WARRANTY.  BLOOMREACH WARRANTS THAT TO THE BEST OF ITS KNOWSLEDGE THE SOFTWARE DOES NOT CONTAIN ANY VIRUSES, TROJANS, LOGIC BOMBS OR OTHER HARMFUL CODE. THE FOREGOING WARRANTY CONSTITUTES BLOOMREACH’S SOLE WARRANTY WITH RESPECT TO ADDITIONAL SERVICES, AND THE FOREGOING REMEDY CONSTITUTES END USER’S EXCLUSIVE REMEDY FOR BREACH OF THAT WARRANTY

7.3 The End User guarantees that they will always comply with all relevant and applicable laws and regulations, including, in any case, laws with regard to Intellectual Property Rights and laws with regard to the protection of privacy.

7.4 The End User shall be responsible for all external parties they engage for carrying out activities with regard to the Product. 

 

8. LIMITATION OF LIABILITY. 

 

8.1. EXCEPT FOR A BREACH BY A PARTY OF ITS PAYMENT OBLIGATIONS AND THE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS EULA, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF 10,000 USD EQUIVALENT OR THE AMOUNT PAID BY END USER FOR THE RIGHTS HEREIN IN THE 12 MONTHS PRECEDING THE INCIDENT. 

8.2. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, COVER OR PUNITIVE OR INCIDENTAL DAMAGES HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA OR LOSS OF ANTICIPATED SAVINGS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

8.3. NOTHING IN THE EULA EXCLUDES OR RESTRICTS ANY PARTY’S LIABILITY FOR (i) IN EACH JURISDICTION WHERE APPLICABLE, THE TORT OF DECEIPT, (ii) DEATH OR PERSONAL INJURY RESULTING FROM THAT PARTY’S NEGLIGENCE OR ITS EMPLOYEES’ NEGLIGENCE WHILE ACTING IN THE COURSE OF THEIR EMPLOYMENT AND (iii) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.  

 

9. INDEMNIFICATION.

9.1 BloomReach shall defend End User against any third-party action, claim or suit (“Claim”) to the extent such Claim alleges that the Product or Additional Service infringe any United States patent right or trademark of a third party, issued on or before the effective date of this EULA and BloomReach shall pay the costs, liabilities and expenses (including reasonable attorneys’ fees) awarded to the third party with respect to the Claim or agreed to by BloomReach in settlement of the Claim.  The foregoing obligation shall not apply with respect to any Claim arising from or relating to (i) End User’s use of the Product or Additional Service other than in accordance with and as contemplated by this EULA or other breach of this EULA by End User; (ii) the combination of the Product or Additional Service with any other products, services, materials or technology, if the Product or Additional Service would not be infringing without such combination; (iii) any open source software; or (iv) modifications to the Product or Additional Service made according to End User’s specifications.  If the Product or Additional Service become the subject of an intellectual property infringement Claim, BloomReach may, at its sole option, (a) procure for End User a license to continue using the Product or Additional Service in accordance with this EULA; (b) replace or modify the allegedly infringing portion of the Product or Additional Service to avoid the infringement, or (iii) terminate this EULA and refund any prepaid unused fees as of the date of termination.  This Section 9.1 sets forth End User’s sole remedy in the event of any third party infringement Claim regarding the Product or Additional Service. 

9.2 BloomReach’s obligations under this Section 9 shall be conditioned on the End User providing BloomReach with (i) prompt notice of any Claim, (ii) sole control of the defense and settlement of any such Claim and (iii) reasonable cooperation in such defense and settlement.  

 

10. END USER'S OBLIGATIONS

10.1 Information obligation. The End User is obliged to provide information which is necessary for the execution of the EULA, including that information the End User suspects is necessary for the execution. If the End User fails to provide this necessary information, BloomReach is not obliged to perform more than to the best of its ability for the duration of this failure.

10.2 End User using hosted or cloud version of Products and Services will not, directly or indirectly, during or after the Subscription Term do any of the following: (a) attempt to download or access the Software (other than remote access to functionality of the Software provided through the Services by BloomReach), (b) reverse engineer, decompile, disassemble or otherwise attempt to discover any portion of the Software; (c) remove any proprietary notices or labels; (d) make the Products or Services available to any third party by sublicense, lease, sale, transfer, or any other means, or (e) modify or create derivative works based on the Products or Services or any Software.

10.3 End Users using on premise versions of the Products or Software will not directly or indirectly, during or after the Term, do any of the following: (a) install or run the Products or Software on more Servers than the maximum number of Servers set forth on the applicable Sales Order (b) reverse engineer, decompile, disassemble or otherwise attempt to discover any portion of the Software; (c) remove any proprietary notices or labels; or (d) make the Products, Services, or Software available to any third party by sublicense, lease, sale, transfer, or any other means.

10.4 System and network load. End User is not permitted to use the Product in such a way that the Product, BloomReach and/or any third parties may suffer damage, or which causes a disruption. End User will (a) use the Products, Software and Services solely to conduct and support its normal business operations and with respect to hosted or cloud versions (b) comply with the BloomReach Acceptable Use Policy available at https://www.bloomreach.com/en/about/acceptable-use-policy (the “AUP”).

10.5 Permitted Users. End User may permit its Contractors to serve as Permitted Users, provided End User remains responsible for compliance by each such Contractor with all of the terms and conditions of this EULA. Any such use of any BloomReach Products, Software and Services by such Contractor shall be for the sole benefit of End User.

10.6 End User Indemnification. End User shall indemnify and defend BloomReach against any costs, liabilities and expenses (including reasonable attorneys’ fees) incurred in connection with any claim arising from the Site(s) including the content thereon; End User’s or End User’s Contractor’s misuse of the Product or Additional Service. 

10.7 Insufficient knowledge. BloomReach may, in the case that Users do not have adequate knowledge of the functionality and/or Product, demand from the End User that End User buy Training Courses from BloomReach in order that the Users' knowledge is brought to a level where they no longer make disproportionate use of Support Services, or that the Users gain the required knowledge in another way. BloomReach will base the reasonableness of this demand on their (Support) history. If the End User does not comply with this, BloomReach has the right to suspend their obligation with regard to Support until the Users' knowledge has been brought to a sufficient level, without the End User being entitled to reimbursement of money already paid or any compensation.

 

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Intellectual Property Rights with regard to BloomReach's Product, Documentation and trademarks and trade names will fully remain with BloomReach or BloomReach's suppliers. The End User will not obtain any further rights other than are explicitly granted to the End User in this EULA. The Intellectual Property Rights on data the End User has built up by using the Product will remain with the End User.

11.2 Generated Data. The Intellectual Property Rights with regard to data the End User has generated by using the Product and Services, will remain with the End User.

11.3 Open Source Software. If any Open Source Software is incorporated into a Product, End User's rights with regard to the Open Source Software will be governed by the applicable open source license. 

 

11.4 BloomReach Intellectual Property. BloomReach and, as applicable, its licensors will retain all right, title, and interest in and to all BloomReach Intellectual Property. This EULA does not grant End User any ownership rights in any BloomReach Intellectual Property. To the extent that any BloomReach Intellectual Property that is not or does not contain open source software is incorporated into a Product, BloomReach hereby grants to End User a non-exclusive, worldwide, perpetual license to use such BloomReach Intellectual Property for the purposes of the applicable SO. 

 

11.5 Feedback. End User grants to BloomReach worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Products, Software and Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by End User.

 

11.6 Product Modifications. If End User makes any modifications or additions to a Product, or if BloomReach makes any modifications or additions to a Product in the course of performing Additional Services, then, at BloomReach’s option, either (a) BloomReach will own all right, title and interest to those modifications or additions, which immediately will become part of the Product, or (b) BloomReach will have the right to make similar modifications or additions to the Product, and will own all right, title and interest to the similar modifications or additions, without any financial or other obligation to End User.  

 

 

12. CONFIDENTIALITY AND STAFF MEMBERS

 

12.1 Each Party will protect the other Party’s Confidential Information by (a) using it only for the purposes of this EULA, (b) disclosing it only to the Party’s personnel strictly on a need-to-know basis and not to any third party and (c) taking such measures as it takes to protect its own confidential information of like kind, and in any event a reasonable level of care.  

12.2 The obligations set forth in the preceding sentence will not apply in the event, and only to the extent, that the Confidential Information is (i) already in the receiving Party’s possession without obligation of confidentiality, (ii) obtained from a third party without obligation of confidentiality, (iii) independently developed by the receiving Party, (iv) disclosed by the other Party to a third party without obligation of confidentiality, or (v) required to be disclosed by applicable law or governmental order, in which case the receiving Party will, as promptly as possible and before making the disclosure, notify the other Party of its intention to make the disclosure.  

12.3 During the term of the EULA and one (1) year afterwards the End User shall not enter into an employment contract with a BloomReach staff member or have a staff member carry out activities for him in any way, either directly or indirectly, without BloomReach's written permission. In this respect a staff member means any person who had an employment relationship with BloomReach in the preceding three (3) months.

 

13. DATA PROTECTION

13.1 GDPR - Data Processing Addendum. In order to satisfy our mutual obligations under the EU General Data Protection Regulation (Regulation (EU) 2016/679):

13.1.1 If End User resides in the United States or Canada as represented in the applicable Sales Order, the parties agree to comply with the terms of Data Processing Addendum available at https://www.bloomreach.com/en/about/DPA-bloomreach-inc. 

13.1.2 If End User resides outside of the United States and Canada  as represented in the applicable Sales Order the parties agree to comply with the Data Processing Addendum available at https://www.bloomreach.com/en/about/DPA-bloomreach-bv. 

 

14. OTHER

14.1 Governing Law and Jurisdiction. If End User resides in the United States of America or Canada as represented in the applicable Sales Order, this EULA is governed by the law of California, U.S.A without regard to its conflict of laws’ provisions and any legal action or proceeding relating to this EULA shall be brought exclusively in the state or federal courts located in Santa Clara County. If End User resides outside of United States of America or Canada as represented in the applicable Sales Order, this EULA governed by the laws of The Netherlands and any legal action or proceeding relating to this EULA shall be brought exclusively in Amsterdam, The Netherlands.  In any action or proceeding to enforce rights under this EULA, the prevailing party will be entitled to recover costs and attorneys’ fees.

 

14.2 Injunctive Relief. End User acknowledges that End User’s breach of the License or of any obligation set forth in Section 11 may give rise to irreparable injury for which damages are not adequate compensation. Accordingly, BloomReach will be entitled to injunctive relief against such breach or threat thereof, without obligation to post any bond, in addition to any other legal and equitable remedies.

14.3 Headings. The headings used herein are for reference purposes only and will not in any way affect the meaning or interpretation of this EULA and the terms and provisions herein. Each Party has read and fully understands this EULA and has had an opportunity to review this EULA with legal counsel and negotiate its provisions; accordingly, this EULA will not be interpreted or construed in favor of or against either Party based on which party initially prepared it.

14.4 Severability. If any provision in this EULA is found invalid or unenforceable, then the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this EULA, which will remain in full force and effect.

14.5 Modification. No alternation, amendment, waiver, cancellation or any other change in any term or condition of this EULA will be valid or binding on either Party unless the same is mutually agreed to in writing signed by an authorized representative of each Party.

14.6 Independent Contractor.  BloomReach is an independent contractor and is not the legal representative or agent of End User for any purpose. Nothing contained in this EULA will be deemed to create any partnership or joint venture relationship between the parties.

14.7 No Third-party Beneficiaries. There are no third‑party beneficiaries of this EULA.

14.8 Verification. End User shall grant to BloomReach, its auditors, and their respective agents reasonable access to End User’s records (including a right to make copies thereof at cost), equipment and premises pertaining to use of the Software, and shall provide reasonable assistance at all times during the term of this EULA, for the purpose of auditing End User’s compliance with the provisions of this EULA.

14.9 Waiver. The failure of either Party to enforce at any time any of the provisions of this EULA, or the failure to require at any time performance by the other Party of any of the provisions of this EULA, will not be construed as a waiver of such provisions, or in any way affect the right of either Party to enforce such provisions of this EULA, or constitute a waiver of any future obligation to comply with such provision.

14.10 Assignment and Delegation. This EULA will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither Party will assign any of its rights, obligations, or privileges (by operation of law or otherwise) hereunder without prior written consent of the other Party.  Notwithstanding the foregoing, however, (a) either Party may assign this EULA to a successor in interest (or its equivalent) of all or substantially all of its relevant assets or outstanding stock, whether by sale, merger, or otherwise, and (b) BloomReach may assign this EULA to any wholly- or majority-owned subsidiary. BloomReach may delegate any of its obligations hereunder but will remain responsible for performing those obligations.

14.11 Notices.  Any notice required or permitted to be given by either Party under this EULA will be in writing and personally delivered or sent by commercial courier service or by first class mail (certified or registered with return receipt) to the other Party at its address first set forth above, or such new address as may from time to time be supplied hereunder.  Notices will be deemed effective upon receipt.

14.12 Force Majeure.  Notwithstanding anything else in this EULA, and except for any obligation to pay money, no default, delay or failure to perform on the part of either Party will be considered a breach of this EULA if such default, delay, or failure to perform is shown to be due to causes beyond reasonable control of the Party charged with such performance, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargos, severe weather, fire, earthquakes, acts of God or public enemy, nuclear disasters, or default of a common carrier.  

14.13 Survival. Section 1, sections 6 through 14 will survive expiration or termination of this EULA.

14.14 Entire Agreement.  This EULA contains the entire understanding of the parties regarding its subject matter and there are no commitments, agreements, or understandings between the parties regarding that subject matter other than those expressly set forth herein. 

14.15 Execution. The parties may execute this EULA in one or more original or facsimile counterparts, each of which will be deemed an original, but all of which together will constitute a single agreement.