Jungle Scout Master Services Agreement
This Jungle Scout Master Services Agreement (the “Agreement”) is by and between JS Operating Company LP (“Jungle Scout”) and the Client (“Customer”) identified in the applicable order form, statement of work, or similar ordering type document (“Service Order Form”) referencing this Agreement or otherwise using the Services. Jungle Scout and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.” Customer, by Customer’s execution of an applicable Service Order Form or by use of the Services, hereby agrees to the following terms and conditions:
1. Definitions.
(a) “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Jungle Scout in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
(b) “Jungle Scout IP” means any and all intellectual property, including any documentation, provided to Customer in connection with the Services. For the avoidance of doubt, Jungle Scout IP includes any data provided by Jungle Scout through the Services, Aggregated Statistics and any information, data, or other content derived from Jungle Scout’s monitoring of Customer’s access to or use of the Services, but does not include Submitted Data.
(c) “Jungle Scout Data” means Jungle Scout’s proprietary data which may be made available by Jungle Scout to Customer through the API, the Cobalt user interface, the Data Cloud offering, Downstream, or other delivery methods.
(d) “Services” means the software-as-a-service offering, or any other service offering, described in the Service Order Form. The “Services” may include (i) Cobalt, (ii) Data Cloud, (iii) Downstream, or the (iv) API, or any combination of the aforementioned.
(e) “Submitted Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services.
(f) “Third-Party Products” means any third-party products described in the Service Order Form provided with or incorporated into the Services.
2. Access and Use.
(a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Jungle Scout hereby grants Customer a non-exclusive, revocable, non-transferable (except in compliance with Section 11(g)) right to access and use the Services during the Term, solely for use by Customer in accordance with the terms and conditions found herein. Such use is limited to Customer’s internal business use, and may not be shared with any third party entities, including, but not limited to, entities that are directly or indirectly affiliated with Customer (such as parent companies, subsidiaries, etc.). Jungle Scout shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. Customer is to maintain control over its respective accounts and prevent others from accessing the account. Customer is not to share its account, log-in or any other access related credentials with any other party unless explicitly stated otherwise in the details related to the specific plan Customer purchased. Customer is to update and maintain the accuracy of the information provided to Jungle Scout related to account usage. Customer is to immediately notify Jungle Scout of any unauthorized usage of the account(s). Jungle Scout is not liable for any loss or damage from Customer’s failure to comply with security obligations.
(b) Use Restrictions. Customer shall not use the Services or the Jungle Scout Data for any purpose beyond the scope of the access granted in this Agreement. Customer shall not at any time engage in, directly or indirectly, and shall not permit: (i) copying, modifying, or creating derivative works of the Services or Jungle Scout Data, in whole or in part; (ii) renting, leasing, lending, selling, licensing, sublicensing, assigning, distributing, publishing, transfering, or otherwise making available the Services or the Jungle Scout Data to any third party entities, including, but not limited to, entities that are directly or indirectly affiliated with Customer (such as parent companies, subsidiaries, etc.); (iii) reverse engineering, disassembling, decompiling, decoding, adapting, or otherwise attempting to derive or gain access to any software component of the Services, in whole or in part; (iv) removing any proprietary notices from the Services; or (v) use the Services or the Jungle Scout Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(i) API Usage. In the event that Customer is granted the right to use the API, then Customer agrees that it will not at any time, and shall not permit others to, use the API, nor the Jungle Scout Data (a) in any manner or for any purpose that infringes, misappropriates, or otherwise violates the intellectual property rights or other rights of any person, or that violates any applicable law; (b) combine or integrate the API with any software, technology, services, or materials not authorized by Jungle Scout; (c) design or permit any applications to disable, override, or otherwise interfere with any Jungle Scout implemented communications to end users, consent screens, user settings, alerts, warnings, or the like; (d) use the API to replicate or attempt to replace the user experience of the Jungle Scout Services or offerings; (e) attempt to cloak or conceal Customer’s identity when requesting authorization to use the API; or (f) sell, transmit, provide, copy, or otherwise provide any Jungle Scout Data to any external party without Jungle Scout’s express written consent. Customer must obtain an API Key through the registration process available at https://members.junglescout.com/#/account/api-keys to use and access the API. Customer may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as Licensee’s sole means of accessing the API.
(c) Reservation of Rights. Jungle Scout reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services or the Jungle Scout Data.
(d) Suspension. Notwithstanding anything to the contrary in this Agreement, Jungle Scout may temporarily suspend Customer’s access to any portion or all of the Services if: (i) Jungle Scout reasonably determines that (A) there is a threat or attack on any of the Services; (B) Customer’s use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Jungle Scout; (C) Customer, is using the Services for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Jungle Scout’s provision of the Services to Customer is prohibited by applicable law; (ii) any vendor of Jungle Scout has suspended or terminated Jungle Scout’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 4(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Jungle Scout shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Jungle Scout shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Jungle Scout will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.
(e) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Jungle Scout may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Jungle Scout and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Jungle Scout. Customer acknowledges that Jungle Scout may compile Aggregated Statistics based on Submitted Data input into the Services. Customer agrees that Jungle Scout may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
3. Customer Responsibilities.
(a) General. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions, and any act or omission that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.
(b) Third-Party Products. Jungle Scout may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and any applicable flow-through provisions which shall be provided in the applicable Service Order Form. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
4. Fees and Payment.
(a) Fees. Customer shall pay Jungle Scout the fees (“Fees“) as set forth in the Service Order Form without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Service Order Form. If Customer fails to make any payment when due, without limiting Jungle Scout’s other rights and remedies: (i) Jungle Scout may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Jungle Scout for all reasonable costs incurred by Jungle Scout in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Jungle Scout may suspend Customer’s access to any portion or all of the Services until such amounts are paid in full.
(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Jungle Scout’s income.
(c) Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Jungle Scout may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Jungle Scout with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
5. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that is marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
6. Intellectual Property Ownership.
(a) Jungle Scout Ownership. Customer acknowledges that, as between Customer and Jungle Scout, Jungle Scout owns all right, title, and interest, including all intellectual property rights, in and to the Services, Jungle Scout IP, Jungle Scout Data, and Aggregated Statistics. Customer further acknowledges that: (a) Jungle Scout Data is an original compilation protected by United States copyright laws; (b) Jungle Scout has dedicated substantial resources to collect, manage, and compile the Jungle Scout Data; and (c) the Jungle Scout Data constitutes trade secrets of Jungle Scout.
(b) Submitted Data. Jungle Scout acknowledges that, as between Jungle Scout and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Submitted Data. Customer hereby grants to Jungle Scout a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Submitted Data and perform all acts with respect to the Submitted Data as may be necessary for Jungle Scout to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Submitted Data incorporated within the Aggregated Statistics.
7. Warranty Disclaimer. THE SERVICES, AND THE JUNGLE SCOUT DATA, ARE PROVIDED “AS IS” AND JUNGLE SCOUT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. JUNGLE SCOUT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. JUNGLE SCOUT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, THE JUNGLE SCOUT DATA, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
8. Indemnification.
(a) Jungle Scout Indemnification.
(i) Jungle Scout shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses“) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies Jungle Scout in writing of the claim, cooperates with Jungle Scout, and allows Jungle Scout sole authority to control the defense and settlement of such claim.
(ii) If such a claim is made or appears possible, Customer agrees to permit Jungle Scout, at Jungle Scout’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Jungle Scout determines that neither alternative is reasonably available, Jungle Scout may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Jungle Scout or authorized by Jungle Scout in writing; (B) modifications to the Services not made by Jungle Scout; (C) Submitted Data; or (D) Third-Party Products.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Jungle Scout’s option, defend Jungle Scout from and against any Losses resulting from any Third-Party Claim that the Submitted Data, or any use of the Submitted Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights and any Third-Party Claims based on Customer’s (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Jungle Scout or authorized by Jungle Scout in writing; or (ii) modifications to the Services not made by Jungle Scout, provided that Customer may not settle any Third-Party Claim against Jungle Scout unless Jungle Scout consents to such settlement, and further provided that Jungle Scout will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND JUNGLE SCOUT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
9. Limitation of Liability. IN NO EVENT WILL JUNGLE SCOUT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER JUNGLE SCOUT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL JUNGLE SCOUT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO JUNGLE SCOUT UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Term and Termination.
(a) Term. The terms of this Agreement are confidential. This Agreement commences on the effective date of the first Service Order Form and continues until such time that there is no active Service Order Form for ninety (90) days, unless terminated earlier as provided hereunder.
(b) Services Term. The initial term of each of the Services is specified in the Service Order Form (“Initial Term”) and, unless otherwise specified in the Service Order Form, automatically renews for subsequent twelve (12) month periods unless either party gives written notice sixty (60) days prior to the end of the Initial Term, or any renewal term, of its intention to terminate the Service Order Form. The Initial Term and any renewal terms, combined, are referred to as the “Term”.
(c) Termination for Breach. In addition to any other remedies it may have, if either party (i) breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after written notice from the non-breaching party, the non-breaching party may terminate this Agreement or a specific Service Order Form upon ten (10) days’ written notice, or (ii) either party may immediately terminate this Agreement if the other becomes insolvent or the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, if that proceeding is not dismissed with prejudice within sixty (60) days after filing. In addition to the foregoing, in the event that the Client voluntarily files for protection against its creditors under the bankruptcy laws of any jurisdiction or is the subject of an involuntary petition in bankruptcy, Jungle Scout will be entitled to retain all rights and benefits of this Agreement. Where a party has rights to terminate under this Section, that party may at its discretion either terminate the entire Agreement or the applicable Service Order Form. In such case, Service Order Forms that are not terminated will continue in full force and effect under the terms of this Agreement. Upon termination of this Agreement or a Service Order Form due solely to a breach by Jungle Scout, Jungle Scout shall refund a pro rata portion of any fees paid for Services not yet rendered as of the date of termination.
(d) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of any of Jungle Scout’s Confidential Information in Customer’s possession and certify in writing to Jungle Scout that such Confidential Information has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. Upon termination, any outstanding balance owed to Jungle Scout by Customer will become due immediately.
(e) Suspension. Jungle Scout will be entitled to suspend any or all Services upon ten (10) days written notice to Client in the event Client is in breach of this Agreement. However, Jungle Scout may suspend Client’s access and use of the Services immediately, with notice to Client following promptly thereafter, if, and so long as, in Jungle Scout’s sole judgment, there is a security or legal risk created by Client that may interfere with the proper continued provision of the Services or the operation of Jungle Scout’s network or systems. Jungle Scout may impose an additional charge to reinstate service following such suspension.
(f) Post Termination. Jungle Scout has no obligation to retain Submitted Data beyond ninety (90) days after the expiration or termination of Services.
(g) Survival. This Section 10 and Sections 1, 4, 5, 6, 7, 8, 9, 11 and 12 survive any termination or expiration of this Agreement.
11. Miscellaneous.
(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, a Service Order Form; (ii) second, this Agreement, excluding its Exhibits; (ii) third, the Exhibits to this Agreement as of the Effective Date; and (iii) fourth, any other documents incorporated herein by reference.
(b) Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been given (i) upon receipt by personal delivery, delivery by overnight courier (with signature acknowledgement of receipt), or delivery by certified mail, (ii) the second business day after mailing via first class mail (other than pursuant to (i)), or (iii) immediately if sent by email or by a notification delivered via the Services. All Notices to Jungle Scount shall be directed to: Jungle Scout, 2021 East 5th Street, Suite 190, Austin, Texas 78702 or if by email: [email protected]
(c) Force Majeure. In no event shall Jungle Scout be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Jungle Scout’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Austin and County of Travis, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Jungle Scout. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(h) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
[ Last Updated October 2022 ]