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Nairobi INC.

END USER LICENSE AGREEMENT
NAIROBI CONTROL APPLICATION
Effective Date: The date upon which You download the Application

  • As used in this Agreement, the following terms have the meanings set forth below:

     

    "Agreement" means this End User License Agreement, including any amendments, addenda, or exhibits incorporated herein by reference.

    "Apple" means Apple Inc., a California corporation.

    "Apple App Store" means the digital distribution platform operated by Apple through which the Application is made available for download.

    "Application" means the Nairobi Control mobile software application made available by Licensor through the Apple App Store, including all updates, upgrades, patches, bug fixes, and new versions thereof provided by Licensor from time to time.

    "Authorized User" means any individual who is authorized by the Licensee entity to access and use the Application on Licensee's behalf, subject to the terms of this Agreement.

    "Device" means an Apple iOS-compatible mobile device owned or controlled by You and on which the Application is installed and operated.

    "Firmware" means the embedded software installed on the Universal Lighting Platform hardware that governs its operation and that may be updated by Licensor through the Application.

    "HaaS Subscription" means any hardware-as-a-service subscription agreement entered into separately between You and Licensor governing Your use and access to the Nairobi Ultra product. The HaaS model applies exclusively to the Nairobi Ultra and does not apply to the Nairobi Standard or Nairobi Pro, which are sold or licensed under separate purchase or licensing arrangements.

    "Hardware" or "Universal Lighting Platform" means the patent-pending magnetic disk-based lighting hardware system designed and manufactured by Licensor, including the Nairobi Standard, Nairobi Pro, and Nairobi Ultra product lines, the operation of which the Application is designed to control and manage.

    "Intellectual Property Rights" means all patents, patent applications, copyrights, trademarks, trade secrets, trade names, service marks, moral rights, know-how, and all other intellectual and industrial property rights, whether or not registered, and all applications and registrations therefor, worldwide.

    "Licensor" or "Nairobi" or "we" or "us" or "our" means Nairobi Incorporated, a Delaware corporation with its principal place of business in the State of Arizona.

    "Nairobi Standard" and "Nairobi Pro" mean those Hardware product lines offered by Licensor that are sold or licensed on a purchase or software subscription basis and are not subject to a HaaS Subscription arrangement.

    "Nairobi Ultra" means the Hardware product line offered by Licensor exclusively on a Hardware-as-a-Service basis pursuant to a HaaS Subscription.

    "UV-C Functionality" means any feature of the Application that enables, controls, schedules, configures, or monitors the ultraviolet-C (UV-C) light emission capabilities of the Hardware, including the 265-nanometer UV-C LED sanitization functions of the Universal Lighting Platform.

    "You" or "Your" or "Licensee" means the individual or legal entity accepting this Agreement. If You are accepting on behalf of a company or other legal entity, You represent and warrant that You have authority to bind that entity to this Agreement, in which case the terms 'You' and 'Your' refer to that entity.

  • 2.1 License Grant

    Subject to Your compliance with all terms and conditions of this Agreement, Licensor hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Application on Devices that You own or control, solely for Your internal business or personal purposes in connection with Your use of the Universal Lighting Platform.

    2.2 Free Application

    The Application is provided to You at no charge. There are no fees, subscription costs, or in-app purchases associated with downloading or using the Application in its current form. Licensor reserves the right to introduce fee-based features or services in the future. If Licensor elects to introduce any such features or services, Licensor will provide You with not less than thirty (30) days advance written notice delivered through the Application, by email to the address associated with Your account, or by posting notice through the Apple App Store or Licensor's website. You will have the opportunity to accept the new terms and charges or to decline. If You decline, You may continue to use the Application in its then-current free form, but access to the new fee-based features or services will not be available to You. Licensor will not charge You for any feature or service without Your affirmative consent.

    2.3 Multi-Device Use

    You may install and use the Application on multiple Devices, provided that all such use is by You or Your Authorized Users and is consistent with the terms of this Agreement. A single account may be accessed and used by multiple Authorized Users within Your organization simultaneously across multiple Devices.

    2.4 Scope of Use

    The license granted in Section 2.1 is limited to use of the Application solely in connection with Hardware that is properly registered to Your account. For users of the Nairobi Ultra, use of the Hardware control features of the Application is further conditioned upon the existence of a valid and active HaaS Subscription as described in Section 3. Users of the Nairobi Standard and Nairobi Pro are not subject to HaaS Subscription requirements. Any use of the Application beyond the scope of this Section 2.4 is expressly prohibited.

    2.5 No Other Rights

    Except as expressly stated in this Agreement, no other rights or licenses are granted to You, whether by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved by Licensor.

    2.6 Authorized User Responsibility

    You are responsible for ensuring that all Authorized Users comply with the terms and conditions of this Agreement. You shall be liable for any act or omission of any Authorized User that, if performed or omitted by You, would constitute a breach of this Agreement, as if such act or omission were Your own. You shall promptly notify Licensor in writing if You become aware of any unauthorized access to or use of the Application by any person, including any current or former Authorized User. You agree to take all reasonable steps to prevent unauthorized access to or misuse of the Application, including maintaining the confidentiality of account credentials and promptly revoking access for any Authorized User whose employment or authorization has terminated.

  • 3.1 Application Availability

    The Application will remain downloadable and accessible to You regardless of the status of any subscription or purchase arrangement with Licensor. Licensor does not terminate or suspend access to the Application solely on the basis of a lapsed, cancelled, or terminated HaaS Subscription, software subscription, or hardware purchase arrangement.

    3.2 Nairobi Ultra: HaaS Subscription Dependency

    The Nairobi Ultra is offered exclusively on a Hardware-as-a-Service basis. Your ability to control, configure, monitor, or operate the Nairobi Ultra through the Application is contingent upon the existence of an active and valid HaaS Subscription with Licensor. In the event Your HaaS Subscription lapses, is cancelled, or is otherwise no longer in effect, the Nairobi Ultra hardware will cease to respond to commands issued through the Application. The Application will remain accessible and functional for any Nairobi Standard or Nairobi Pro Hardware registered to Your account that is not subject to a HaaS Subscription. Licensor is not liable for any disruption to Your operations arising from Nairobi Ultra Hardware becoming non-operational as a result of a lapsed or terminated HaaS Subscription.

    3.3 Nairobi Standard and Nairobi Pro

    The Nairobi Standard and Nairobi Pro products are not subject to HaaS Subscription requirements. Access to Hardware control features of the Application for these product lines is governed by the terms of Your applicable hardware purchase agreement or software subscription agreement with Licensor, as the case may be. This Agreement governs only the license to use the Application itself; the terms of any separate hardware purchase or software subscription agreement govern Your rights with respect to the Hardware.

    3.4 Hierarchy of Agreements

    This Agreement governs the license to use the Application. Your rights and obligations with respect to the Hardware, any HaaS Subscription, software subscription, hardware purchase agreement, and any related professional services are governed by separate agreements between You and Licensor. In the event of any conflict between the terms of this Agreement and the terms of any separate agreement between You and Licensor, the following order of precedence shall apply: (1) any written agreement specifically addressing the subject matter in dispute that was executed after the date of this Agreement and expressly states that it supersedes this Agreement; (2) this Agreement with respect to matters governing the Application license; and (3) any other agreement between the parties with respect to all other matters. The existence of this Agreement does not limit or modify any rights or obligations of either party under any separate hardware purchase, HaaS Subscription, or software subscription agreement.

  • 4.1 Automatic Updates

    Licensor may, from time to time and at its sole discretion, push Firmware updates to the Universal Lighting Platform remotely through the Application without prior notice to You. Such updates may modify, add, or remove features and functionality of the Hardware. By installing the Application and maintaining a connection between the Application and the Hardware, You consent to the delivery and automatic installation of Firmware updates.

    4.2 No Liability for Update Interruptions

    Licensor shall not be liable for any interruption in Hardware operation, loss of data, or any other adverse consequence arising from or related to the installation of a Firmware update, including but not limited to any temporary period during which the Hardware may be non-operational while an update is being installed.

    4.3 Regulatory Updates

    Firmware updates required to address changes in applicable law, regulation, or government directive are outside the scope of any warranty or service level commitment made by Licensor and do not give rise to any claim against Licensor.

  • You shall not, and shall not permit any Authorized User or third party to:

     

    • copy, reproduce, modify, adapt, translate, or create derivative works based upon the Application or any portion thereof;

    • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or access the source code of the Application, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;

    • sublicense, sell, resell, transfer, assign, or otherwise dispose of the Application or any rights therein to any third party;

    • remove, alter, or obscure any copyright, trademark, patent, or other proprietary notices or legends on or in the Application;

    • use the Application for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation;

    • use the Application to transmit any virus, malware, or other harmful or malicious code;

    • interfere with or disrupt the integrity or performance of the Application or any systems or networks connected thereto;

    • access or use the Application in any manner that could damage, disable, overburden, or impair Licensor's servers or infrastructure;

    • use the Application to control Hardware that is not registered to Your account or for which You do not have a valid and current access arrangement with Licensor.

  • 6.1 Ownership

    The Application, including all Firmware, software, source code, object code, algorithms, user interfaces, graphics, and all updates, modifications, and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the exclusive property of Licensor or its licensors. This Agreement does not convey to You any ownership interest in the Application or any Intellectual Property Rights therein. Your rights with respect to the Application are limited solely to the license expressly granted in Section 2 of this Agreement.

    6.2 Patent-Pending Technology

    The Universal Lighting Platform and related technologies, including the magnetic disk-based universal lighting system controlled through the Application, are the subject of one or more pending patent applications. Nothing in this Agreement shall be construed as conferring upon You any license or right under any patent, patent application, or other Intellectual Property Rights of Licensor, except as expressly provided in Section 2.

    6.3 Feedback

    If You provide Licensor with any feedback, suggestions, ideas, or recommendations regarding the Application or the Hardware (collectively, "Feedback"), You hereby assign to Licensor all right, title, and interest in and to such Feedback, including all Intellectual Property Rights therein, and agree to take such further action as Licensor may reasonably request to effect and confirm such assignment. Licensor may use Feedback for any purpose without restriction or compensation to You.

  • 7.1 Privacy Policy

    Your use of the Application is subject to Licensor's Privacy Policy, the current version of which is available at www.nairobilighting.com/privacy-policy and which is incorporated herein by reference. By using the Application, You consent to the collection, use, and disclosure of information as described in the Privacy Policy.

    7.2 Data Collected Through the Application

    The Application may collect certain information in connection with Your use, including account credentials, Hardware connectivity data, usage patterns, device identifiers, and location information where applicable and where You have provided the necessary permissions. All such data is collected and processed in accordance with the Privacy Policy.

    7.3 Data Retention

    Licensor retains Your personal information for as long as necessary to fulfill the purposes described in the Privacy Policy, to administer Your account and any active subscriptions, and as required or permitted by applicable law. When personal information is no longer needed for these purposes, Licensor will delete or anonymize it in accordance with the practices described in Section 8 of the Privacy Policy. Upon termination of this Agreement or deletion of Your account, Licensor will handle Your personal information in accordance with its data retention obligations under applicable law and the Privacy Policy, which may require retention of certain information for defined periods notwithstanding account closure.

    7.4 Account Deletion

    You have the right to delete Your Nairobi Control account at any time from within the Application. To request account deletion, navigate to the account settings within the Application and select the account deletion option, or submit a written request to mark.svejda@nairobilighting.com. Upon receipt of a valid account deletion request, Licensor will process the deletion within a commercially reasonable time and in accordance with applicable law. Account deletion will result in the permanent removal of Your account credentials and associated personal information from Licensor's active systems, subject to Licensor's legal obligation to retain certain records for defined periods as described in Section 8 of the Privacy Policy. Account deletion does not terminate any separate HaaS Subscription, hardware purchase agreement, or software subscription agreement between You and Licensor, which will continue to be governed by their respective terms. If You are a business entity, deletion of the account administrator's credentials does not automatically delete the accounts or data of Authorized Users associated with Your organization.

    7.5 No Collection from Minors

    The Application is intended solely for use by individuals who are at least eighteen (18) years of age, or the age of majority in their applicable jurisdiction if greater than eighteen (18). Licensor does not knowingly collect personal information from minors. If You are a business entity, You represent and warrant that all Authorized Users are of the requisite age.

    7.6 App Tracking Transparency

    To the extent the Application uses tracking technologies as defined under Apple's App Tracking Transparency framework or applicable law, Licensor will obtain Your consent through the appropriate disclosure mechanisms as required. You may adjust Your tracking preferences at any time through Your Device settings.

  • 8.1 Support Availability

    Licensor will use commercially reasonable efforts to provide technical support for the Application via email and telephone. Licensor's target response time for support requests is within twenty-four (24) hours of receipt during normal business days, excluding holidays observed by Licensor. Support contact information is available at www.nairobilighting.com.

    8.2 No Uptime Guarantee

    Licensor does not warrant or guarantee any specific level of availability, uptime, or uninterrupted access to the Application or any related server infrastructure. The Application and any related services may be temporarily unavailable from time to time due to maintenance, updates, or circumstances beyond Licensor's reasonable control.

    8.3 Updates and Modifications

    Licensor reserves the right to modify, update, suspend, or discontinue the Application or any feature thereof at any time, with or without notice to You. Licensor shall not be liable to You or any third party for any such modification, suspension, or discontinuance.

  • 9.1 Nature of UV-C Technology

    The Universal Lighting Platform incorporates ultraviolet-C (UV-C) LED technology operating at a wavelength of 265 nanometers with high-intensity output for sanitation and pathogen control purposes. UV-C radiation at the intensities emitted by the Hardware is capable of causing severe and permanent injury to human eyes and skin, including photokeratitis (arc eye), corneal damage, erythema (skin burns), and long-term increased risk of skin cancer. Direct or prolonged indirect exposure to UV-C radiation emitted by the Hardware while operational is dangerous and must be avoided. THE APPLICATION PROVIDES CONTROLS THAT CAN ACTIVATE UV-C EMISSION. IMPROPER USE OF THESE CONTROLS CAN RESULT IN SERIOUS PERSONAL INJURY OR DEATH.

    9.2 User Responsibility for Safe Operation

    You assume sole and complete responsibility for the safe operation and deployment of UV-C Functionality through the Application. Without limiting the foregoing, You are solely responsible for: (a) ensuring that all persons are cleared from the area in which UV-C radiation will be emitted before activating UV-C Functionality; (b) implementing appropriate physical barriers, signage, lockout procedures, and access controls to prevent inadvertent human exposure to UV-C radiation during operation; (c) training all Authorized Users and any other personnel involved in the deployment, operation, or maintenance of the Hardware in the safe use of UV-C technology; (d) complying with all applicable occupational safety regulations, including those promulgated by the Occupational Safety and Health Administration (OSHA) and applicable state agencies, regarding UV-C radiation exposure limits and workplace safety protocols; (e) ensuring that the Hardware is installed and configured in accordance with all applicable building codes, electrical codes, and safety standards; and (f) maintaining all required permits, licenses, and registrations applicable to the use of UV-C sanitization equipment in Your jurisdiction and facility type.

    9.3 Disclaimer of Liability for UV-C Misuse

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR OTHER HARM ARISING FROM THE ACTIVATION, OPERATION, OR MISUSE OF UV-C FUNCTIONALITY THROUGH THE APPLICATION. LICENSOR PROVIDES THE APPLICATION AS A CONTROL INTERFACE ONLY. LICENSOR DOES NOT CONTROL THE PHYSICAL ENVIRONMENT IN WHICH THE HARDWARE IS DEPLOYED, THE PRESENCE OR ABSENCE OF PERSONS IN THE VICINITY OF THE HARDWARE DURING OPERATION, OR COMPLIANCE WITH APPLICABLE SAFETY PROTOCOLS. ALL RESPONSIBILITY FOR SAFE DEPLOYMENT AND OPERATION OF UV-C FUNCTIONALITY RESTS EXCLUSIVELY WITH YOU.

    9.4 UV-C Indemnification

    In addition to and without limiting the general indemnification obligations set forth in Section 12 of this Agreement, You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) any personal injury, death, or property damage caused or alleged to be caused by the activation or operation of UV-C Functionality through the Application; (b) Your failure to implement adequate safety protocols, training, or physical controls in connection with UV-C operation; (c) any violation of applicable occupational safety, environmental, or public health laws in connection with Your use of UV-C Functionality; or (d) any claim by an Authorized User, employee, contractor, visitor, or third party alleging harm from UV-C radiation exposure arising from Your use of the Application.

  • 10.1 User Responsibility for Compliance

    The Universal Lighting Platform, including its UV-C sanitization functionality, is subject to regulation by federal, state, and local governmental authorities, including but not limited to the United States Environmental Protection Agency (EPA), the Occupational Safety and Health Administration (OSHA), and applicable state health and environmental agencies. The Application is a software control interface only. Licensor makes no representation that Your use of the Application or the Hardware in any particular facility, jurisdiction, or application will comply with all applicable regulatory requirements. You are solely responsible for: (a) obtaining and maintaining all required permits, registrations, approvals, and licenses required by applicable law for the possession, installation, and operation of UV-C sanitization equipment in Your facility and jurisdiction; (b) complying with all applicable EPA registration requirements, OSHA standards, state health codes, and local ordinances governing UV-C equipment; (c) complying with all applicable food safety, healthcare facility, agricultural, and environmental regulations governing sanitization devices in Your specific industry and use context; and (d) ensuring that the manner in which You use the Application and the Hardware complies with all applicable laws and does not endanger public health or safety.

    10.2 No Regulatory Advice

    Nothing in this Agreement, the Application, or any materials provided by Licensor constitutes legal, regulatory, medical, environmental, or compliance advice. Licensor strongly recommends that You consult with qualified legal counsel and regulatory compliance professionals before deploying the Hardware and UV-C Functionality in regulated industries including healthcare, food service, agriculture, water treatment, and public facilities.

    10.3 Changes in Law

    Regulatory requirements applicable to UV-C sanitization equipment and the Application may change after the date of this Agreement. You are responsible for monitoring applicable regulatory developments and ensuring continued compliance. Licensor shall have no liability for Your failure to comply with regulatory requirements that come into effect after the date of this Agreement.

  • THE APPLICATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED.

    No oral or written information or advice given by Licensor or its authorized representatives shall create any warranty not expressly stated in this Agreement. If the Application is defective, You assume the entire cost of all necessary service, repair, or correction.

  • TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE APPLICATION, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

    Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. If You reside in such a jurisdiction, some of the limitations in Sections 11 and 12 may not apply to You, and You may have additional rights.

  • You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) Your use of the Application in violation of this Agreement; (b) Your violation of any applicable law or regulation; (c) Your infringement or misappropriation of any third-party Intellectual Property Rights; or (d) any claim by a third party arising from or related to the use of the Application by Your Authorized Users. The indemnification obligations set forth in this Section 13 are in addition to, and do not limit or supersede, the specific UV-C indemnification obligations set forth in Section 9.4.

  • 14.1 Acknowledgment of Apple's Role

    You acknowledge and agree that this Agreement is entered into between You and Licensor only, and not with Apple. Licensor, and not Apple, is solely responsible for the Application and its content. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Application.

    14.2 Apple's Absence of Warranty Obligation

    In the event of any failure of the Application to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price, if any, paid for the Application to You. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Licensor's sole responsibility.

    14.3 Product Claims

    Licensor, not Apple, is responsible for addressing any claims by You or any third party relating to the Application or Your possession and use of the Application, including but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.

    14.4 Intellectual Property Infringement

    In the event of any third-party claim that the Application or Your possession and use of the Application infringes that third party's Intellectual Property Rights, Licensor, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

    14.5 Legal Compliance

    You represent and warrant that: (a) You are not located in a country that is subject to a United States government embargo or that has been designated by the United States government as a 'terrorist supporting' country; and (b) You are not listed on any United States government list of prohibited or restricted parties.

    14.6 Third-Party Beneficiary

    You acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement, and that upon Your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third-party beneficiary thereof.

  • 15.1 Term

    This Agreement is effective as of the date on which You first download the Application and shall continue in full force and effect until terminated in accordance with this Section 15.

    15.2 Termination by You

    You may terminate this Agreement at any time by uninstalling the Application from all Devices on which it has been installed and permanently ceasing all use of the Application.

    15.3 Termination by Licensor

    Licensor may terminate this Agreement immediately upon written notice to You if: (a) You materially breach any provision of this Agreement and fail to cure such breach within thirty (30) days after receiving written notice thereof; (b) You become insolvent, make an assignment for the benefit of creditors, or become the subject of any bankruptcy, insolvency, or similar proceeding; or (c) You violate any applicable law or regulation in connection with Your use of the Application.

    15.4 Effect of Termination

    Upon termination of this Agreement for any reason: (a) all licenses granted to You hereunder shall immediately and automatically terminate; (b) You shall promptly uninstall and permanently delete the Application from all Devices; and (c) all provisions of this Agreement that by their nature should survive termination shall survive, including Sections 6, 7.3, 9, 10, 11, 12, 13, 16, 17, and 18.

  • 16.1 Informal Resolution

    Before initiating any formal dispute resolution proceeding, the party asserting a claim shall provide the other party with written notice describing the nature of the dispute in reasonable detail and the relief sought. The parties shall negotiate in good faith for a period of thirty (30) days following delivery of such notice in an effort to resolve the dispute without formal proceedings.

    16.2 Mediation

    If the parties are unable to resolve the dispute through informal negotiation within the thirty (30) day period specified in Section 16.1, either party may submit the dispute to non-binding mediation administered by a mutually agreed-upon mediator in Maricopa County, Arizona. The costs of the mediator shall be shared equally by the parties. Each party shall bear its own attorneys' fees and costs in connection with the mediation. Neither party may commence litigation or any other formal dispute resolution proceeding with respect to any claim arising under or related to this Agreement without first complying with the requirements of this Section 16.2.

    16.3 CLASS ACTION WAIVER

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND LICENSOR EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING, WHETHER THROUGH MEDIATION, LITIGATION, OR OTHERWISE, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. YOU AND LICENSOR EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION. IF FOR ANY REASON A COURT FINDS THIS CLASS ACTION WAIVER TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REMEDY, THEN THAT CLAIM OR REMEDY SHALL BE SEVERED FROM ANY CLASS ACTION PROCEEDING AND PURSUED ON AN INDIVIDUAL BASIS ONLY.

    16.4 JURY TRIAL WAIVER

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND LICENSOR EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY.

    16.5 Litigation

    If mediation does not result in a resolution of the dispute within sixty (60) days of the commencement of the mediation process, or if a party fails to participate in mediation in good faith, either party may pursue its available legal remedies in a court of competent jurisdiction in accordance with Section 17.

    16.6 Emergency Relief

    Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first complying with the informal resolution or mediation requirements of this Section 16, where necessary to prevent irreparable harm or to protect Intellectual Property Rights.

  • This Agreement and all disputes arising out of or relating to it or the Application shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to any conflict of law provisions that would require the application of the laws of any other jurisdiction. Subject to the dispute resolution provisions of Section 16, the parties consent to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona for the resolution of any dispute arising under this Agreement. Each party waives any objection to personal jurisdiction or venue in such courts.

  • 18.1 Entire Agreement and Integration

    This Agreement, together with Licensor's Privacy Policy and Terms of Use (each incorporated herein by reference as applicable), constitutes the entire agreement between You and Licensor with respect to the Application and the subject matter hereof. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating solely to the Application license. This Agreement does not supersede or modify any separate hardware purchase agreement, HaaS Subscription agreement, software subscription agreement, or professional services agreement between the parties, each of which remains in full force and effect in accordance with its own terms. In the event of a conflict between this Agreement and any such separate agreement, the order of precedence set forth in Section 3.4 shall govern. No amendment or modification of this Agreement shall be binding unless made in writing and either signed by Licensor or posted by Licensor as an updated version of this Agreement through the Apple App Store or Licensor's website.

    18.2 Waiver

    No waiver by Licensor of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default of the same or similar nature. The failure of Licensor to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

    18.3 Severability

    If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent and economic effect to the greatest extent possible. If such modification is not possible, the provision shall be severed from this Agreement. The validity and enforceability of the remaining provisions shall not be affected.

    18.4 Assignment

    You may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder, whether voluntarily, by operation of law, or otherwise, without the prior written consent of Licensor, which may be withheld in Licensor's sole discretion. Any purported assignment in violation of this Section 18.4 shall be null and void. Licensor may assign this Agreement in whole or in part without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Licensor's assets.

    18.5 No Third-Party Beneficiaries

    Except as expressly provided in Section 14.6 with respect to Apple, this Agreement is for the sole benefit of You and Licensor and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

    18.6 Language

    This Agreement is made in the English language only, which shall be controlling in all respects. No translation of this Agreement into any other language shall have any legal effect.

    18.7 Export Compliance

    The Application may be subject to United States export control laws. You shall comply with all applicable United States and international export laws and regulations and shall not export or re-export the Application to any country, person, or entity to which such export or re-export is restricted or prohibited.

    18.8 Force Majeure

    Licensor shall not be liable for any failure or delay in performance under this Agreement arising out of causes beyond Licensor's reasonable control, including but not limited to acts of God, pandemic or epidemic, fire, flood, earthquake, governmental action, war, terrorism, labor disputes, power failures, or internet outages.

    18.9 Notices

    All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent by email to the address associated with Your account, or when sent by Licensor via posting of an updated version of this Agreement through the Apple App Store or Licensor's website. Notices to Licensor shall be sent to: Nairobi Incorporated, Attn: Legal Counsel, 14747 North Northsight Boulevard, Suite 111-467, Scottsdale, Arizona 85260, or such other address as Licensor may designate.

    18.10 Updates to This Agreement

    Licensor reserves the right to update or modify this Agreement at any time. If Licensor makes a material change to this Agreement, Licensor will provide notice through the Application or by other reasonable means. Your continued use of the Application following notice of any such modification constitutes Your acceptance of the modified Agreement. If You do not agree to the modified Agreement, You must cease using the Application and uninstall it from all Devices.

  • BY DOWNLOADING, INSTALLING, OR USING THE NAIROBI CONTROL APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

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