CANDIDATE END USER LICENSE AGREEMENT
IMPORTANT READ CAREFULLY
THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL ACKNOWLEDGING THESE TERMS (HEREAFTER REFERRED TO AS “CANDIDATE” or “YOU”) AND TALENT MATCH LLC (HEREAFTER REFERRED TO AS “COMPANY”) FOR THE USE OF COMPANY’S SOFTWARE AND SERVICES FOR PROVIDING A MARKETPLACE FOR CONNECTING EMPLOYERS WITH CANDIDATES (COLLECTIVELY THE “PLATFORM”).
BY CLICKING THE “I ACCEPT” BUTTON, ACCESSING, RUNNING, OR OTHERWISE USING THE PLATFORM OR ANY COMPONENT THEREOF, CANDIDATE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF CANDIDATE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT AND DOES NOT CLICK THE “I ACCEPT” BUTTON, CANDIDATE IS NOT AUTHORIZED TO ACCESS USE OF THE PLATFORM AND SHOULD IMMEDIATELY DISCONTINUE USE OF THE SAME.
1. Definitions
As used in this Agreement the following terms have the following meanings:
1.1 “Documentation” means printed or electronic technical and user’s documentation for the Company Materials that Company makes available to the individual Candidate in connection with this Agreement.
1.2 “Intellectual Property” means patents, inventions, copyrights, design rights, trade secrets, trademarks, moral rights, know-how and applications or registrations for any of the foregoing existing under the laws of any country.
1.3 “Company Materials” shall mean the Platform and Documentation.
1.4 “Updates” refers to any improvements, modifications or updated versions of the Company Materials, made available by Company to Candidate which may include new data, bug fixes, performance enhancements, modifications, feature enhancements, and/or feature additions, as is commonly known in the software industry as “dot releases.”
2. License and Use
2.1 License Grant. Upon the terms and subject to the conditions of this Agreement, Company grants Candidate during the Term a non-exclusive, non-transferable worldwide license to use the Platform for Candidate’s personal, non-commercial use for seeking employment or information related to Candidate’s job search and to use the Documentation to facilitate these rights.
2.2 License Restrictions. Except as expressly provided in this Agreement, no other right to access or use the Company Materials is granted and Candidate shall not attempt to access or use the Company Materials other than for their intended purposes. Without limiting the generality of the foregoing, Candidate shall not: (i) reverse engineer, disassemble, or decompile the Company Materials (ii) except as expressly permitted in Section 2.1, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third-party the Company Materials; or (iii) access the Platform in order to build a competitive product or service. Company expressly reserves and retains all other rights in and to the Company Materials not expressly granted herein. The Parties acknowledge and agree that the licenses granted herein are non-exclusive, and Company shall have the right to license the Company Materials to other parties.
2.3 Delivery. Company shall deliver any necessary specifications for the use of the Platform to Candidate concurrently with the acceptance of this Agreement, or at a time and date to be mutually agreed upon by the Parties. During the Term of the Agreement, Company shall be solely responsible for hosting and providing access to the Platform for Candidate and any other hosted aspects of the Company Materials in accordance with the support obligations in Section 3.1.
2.4 Candidate Obligations and Requirements. Candidate acknowledges that Company is providing the Platform at no cost to Candidate. This access is made possible because potential employers pay a Marketplace Transaction Fee when a candidate accepts an offer from an employer and the candidate was independently registered and accessed via the Platform. Candidate is solely responsible for their use of the Platform, any Company Data (defined below) they have access to, and reports. Without limiting the generality of the foregoing, Candidate is solely responsible for complying with applicable law as it relates to any services offered or actions taken by Candidate. If you, as a Candidate, apply for a job or otherwise interact with a potential employer through the Platform, you agree and understand that only the employer, and not Company, makes any decision in connection with evaluating candidates, hiring and the terms of any engagement with a candidate. Employers are required to use their own independent judgment and decision-making with regard to any evaluation or hiring of a candidate. Candidate further acknowledges and agrees that:
(a) You represent and warrant that all contact and personal information provided to Company during the registration process and otherwise shall be accurate and complete. If there are any changes to your information, you shall promptly update your registration information with Company.
(b) You must be 18 years of age or older to use the Platform, and you agree to use the Platform only in a lawful, respectful manner consistent with the Company’s mission, including not harassing others, not attempting to interfere with the Platform’s operation, and not using the Platform for any purpose unrelated to your personal job search.
(c) You may use the Platform only for informational and connection purposes and to help you be better prepared for any future employment relationship. You agree, as a condition of using the Platform, that You are solely responsible for your account, your use of the Platform and any content provided therein, and you agree to promptly update your employment status in the Platform within five (5) business days after you accept any job offer, whether sourced through the Platform or independently, so that employers have accurate visibility into your availability. Any decisions regarding your job search or interactions with a potential employer are solely your own and are based on your own independent judgment, and you acknowledge that any readiness signals, scores, or recommendations presented by the Platform are informational indicators only and are not guarantees of interviews, offers, or employment. Company is not responsible and disclaims all liability for any actions taken or not taken.
(d) You will not share any assessment content with others or coach other candidates on assessment response.
(e) You agree not to intentionally coordinate with an employer or otherwise engage in any arrangement designed to bypass Company’s fee arrangement with potential employers.
(f) You agree to complete all assessments, development pathway activities, readiness content, and other platform exercises accessed via the Platform independently and based on your own knowledge, skills, and effort. You will not use generative artificial intelligence (AI) tools, large language models, AI assistants, or similar automated systems (collectively, “AI Tools”) to generate, draft, complete, or refine your responses to assessments or development pathway activities; to retrieve, analyze, or interpret assessment questions or other platform content outside the platform itself; or to otherwise circumvent the platform’s measurement of your individual knowledge, skills, and readiness. The Company may, from time to time, publish a Candidate AI Use Policy identifying specific AI Tools, use cases, or Platform features for which AI assistance is permitted; any such permitted use will be expressly described in that policy. This Section 2.4(f) does not prohibit the use of assistive technologies that the Candidate reasonably requires for accessibility purposes, provided that such tools do not generate, draft, complete, or refine the substantive content of Candidate’s responses. Use of AI Tools in violation of this Section 2.4(f) is a material breach of this Agreement and may result in invalidation of your assessment scores, revocation of your marketplace status, ineligibility for future marketplace participation, notification of affected employers, immediate termination of this Agreement, and any other remedies available to the Company under this Agreement or applicable law.
2.5 Candidate Content. Company may, but is not required to, enable Candidate to incorporate into the Platform Candidate-specific content, background, points-of-interest or other information (collectively “Candidate Content”). For the avoidance of doubt, Candidate Content does not include Candidate’s responses to the assessments or tests made available through the Platform. By incorporating any Candidate Content into the Platform, Candidate hereby grants Company a royalty-free, nonexclusive, worldwide, license to modify, copy, sell, display, distribute and create derivative works of Candidate Content solely as necessary for its delivery of the Platform to Candidate, to identify the Candidate to potential employers, and to improve the Platform. Such license shall be transferable only in the case of an assignment, as described in Section 10.2.
3. Support, Maintenance and Other Services
3.1 Support and Maintenance. Company may from time-to-time, and in its exclusive discretion, update the Platform in order to, among other things, correct errors or bugs, improve the performance of the Platform or increase the functionality of the Platform. Candidate acknowledges that such updates may change or modify certain functions or features of the Platform. Company shall not be liable to Candidate for any specific changes to the features or functionality of the Platform and Candidate’s exclusive recourse if it is not satisfied with any update or improvement is to stop using the Platform. Company will provide such updates to Candidate at no additional charge. Nothing herein shall obligate Company to provide any specific maintenance or support for the Platform, and nothing herein shall be interpreted as granting Candidate a right to receive any upgrades, patches, enhancements, bug fixes, new versions or new releases of the Platform.
4. Ownership
4.1 Company Rights. Except for the limited license granted to Candidate in this Agreement, Company shall have and retain all rights, title, and interest in and to the Company Materials including any Updates, and all Intellectual Property in the foregoing. For avoidance of doubt, all rights, title and interest in the Company Materials not expressly granted to Candidate under this Agreement are and remain the sole and exclusive property of Company.
4.2 Candidate Rights. Subject to the limited license granted to Company in Section 2.5, Candidate shall retain all ownership rights in the Candidate Content.
4.3 Data. Excluding Candidate Content, as between Company and Candidate, Company owns all right, title, and interest in and to any and all electronic data or information submitted by or for Candidate through the use of the Platform and any outputs of the Platform (“Company Data”). Except as provided herein, Candidate obtains no rights under the Agreement from Company to Company Data, including any related Intellectual Property Rights. Company’s collection and use of data from Candidates will be as stated in the Company Privacy Policy.
4.4 Assessment Data Sharing Consent. Candidate consents to Company making available to prospective employers using the Platform aggregated readiness indicators and scores derived from Candidate’s assessment data and use of the Platform. Candidate also consents to Company collecting post-placement outcome data from employers, combining such data with the Candidate’s original readiness indicators and assessment data for research and publication purposes, to improve the Platform and to improve the readiness indicators and assessments. Individual responses to assessment questions, prompts, or forms submitted by Candidate will not be posted publicly or shared with employers. The use of post-placement outcomes data will not directly identify Candidate.
4.5 Candidate Post-Placement Check-In.
Voluntary Participation. After Candidate accepts employment or engagement through the Platform, Company may invite Candidate to participate in brief, periodic check-ins regarding Candidate’s experience in the placed role. Participation in these check-ins is entirely voluntary. Candidate’s decision to participate or not participate, and Candidate’s responses if Candidate chooses to participate, will not affect Candidate’s standing on the Platform, Candidate’s eligibility to re-enter the marketplace at any future time, or any other aspect of Candidate’s relationship with Company.
Confidentiality of Responses. Candidate’s individual responses to the check-ins will not be shared with Candidate’s employer in any form that identifies Candidate. Company will share information derived from the check-ins with Candidate’s employer only in aggregate, de-identified form, and only in a manner that does not permit reasonable identification of any individual Candidate. Company shall maintain technical and organizational measures designed to prevent the disclosure of individual Candidate responses to Candidate’s employer in identifiable form.
Use of Check-In Responses. Company may use check-in responses for the following purposes: (i) validating and improving the predictive accuracy of Company’s readiness indicators and assessments; (ii) developing new assessments and assessment methodology; (iii) publishing aggregate research, in each case in aggregated and de-identified form; (iv) providing aggregate reporting to employers regarding the experience of their placed Candidates; and (v) such other uses as are reasonably related to the foregoing.
Candidate Rights. Candidate may withdraw consent to participate in check-ins at any time by contacting Company at the address provided in this Agreement. Candidate may request access to, correction of, or deletion of Candidate’s individual check-in responses, subject to applicable law and to Company’s record retention obligations.
4.6 Feedback. Candidate agrees that any suggestions, comments, feedback, ideas, or suggested modifications Candidate provides Company concerning the Company Materials during the Term (collectively “Feedback”) shall belong exclusively to Company and Company will be free to use the same without payment, attribution or accounting to Candidate.
5. Representations and Warranties
5.1 Representations of Each Party. Each Party represents and warrants to the other that (a) it has the full right and authority to enter into, execute, deliver and perform its obligations under this Agreement, and (b) that no pending or threatened claim or litigation known to it would have a material adverse impact on such Party’s ability to perform as required by this Agreement.
5.2 Representations of Company. Company represents and warrants: (i) that the Platform will perform the material functions described in the Documentation; (ii) the Platform shall not, upon delivery to Candidate, contain or convey any virus worm, trap door, back door, snoopware, spyware, malicious logic, Trojan horse, time bomb, ransomware, rootkit, keyloggers, and dialers or any other malicious or mischievous functionality, script or code that is intentionally designed or intended to erase or alter data or interfere with the Platform or any Candidate systems; and (iii) the Company Materials do not violate the Intellectual Property rights of any third-party.
5.3 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 5, THE PARTIES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE.
CANDIDATE ASSUMES ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION AND CONTENT WITHIN COMPANY MATERIALS. THE COMPANY MATERIALS MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS. COMPANY ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS. NOTHING WITHIN THE COMPANY MATERIALS SHALL BE CONSTRUED AS PROVIDING CONSULT OR ADVICE TO CANDIDATE AND IS PROVIDED ONLY FOR EDUCATIONAL AND INFORMATIONAL PURPOSES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS NOT AN EMPLOYMENT AGENCY, TEMPORARY STAFFING AGENCY OR SIMILAR PROVIDER AND YOUR USE OF THE PLATFORM DOES NOT CREATE ANY EMPLOYMENT, CONTRACTOR OR AGENCY RELATIONSHIP BETWEEN YOU AND COMPANY. COMPANY MERELY PROVIDES A MARKETPLACE FOR CONNECTING CANDIDATES AND EMPLOYERS AND FOR PROVIDING INFORMATION ABOUT AVAILABLE CANDIDATES. YOU ACKNOWLEDGE AND AGREE THAT ANY AND ALL EVALUATION, HIRING DECISIONS, AND THE TERMS OF ANY EMPLOYMENT RELATIONSHIP ARE SOLELY BETWEEN THE EMPLOYER AND THE CANDIDATE.
6. Indemnification
6.1 Company Indemnification. Company shall defend, at its sole expense, and indemnify and hold harmless Candidate against any actions, proceedings, claims, damages, costs and demands by a third-party (each a “Claim”) arising from a Claim that Candidate’s authorized use of the Platform, as permitted herein for personal, non-commercial purposes, infringes an Intellectual Property Right of a third-party. Company shall pay all damages and other liabilities and penalties finally awarded against Candidate by a court of competent jurisdiction based on such a Claim or pay any settlement of such a Claim agreed to by Company and shall pay all costs and expenses of Candidate in connection with the defense of such Claim including reasonable costs and attorneys’ fees. Company shall not consent to any judgment or decree or do any other act in compromise of any such claim that involves any act or admission by Candidate without first obtaining Candidate’s written consent, which shall not be unreasonably withheld or delayed. Company will not be responsible for indemnifying Candidate for any Claim to the extent that it results from use of the Company Materials other than in accordance with this Agreement or for an infringement Claim if the Claim would not have arisen but for the combination of the Company Materials with any third-party applications or services.
6.2 Certain Remedies. If a Claim arises, or in Company’s reasonable discretion, is reasonably likely to arise, Company shall, at its sole cost and expense, have the right to (i) procure for Candidate the right to continue using the licensed materials that are the subject of such Claim, or (ii) modify or replace such infringing Company Materials to make them non-infringing; or if Company, in its sole discretion, determines that options (i) and (ii) are not commercially feasible, then Company may terminate this Agreement.
6.3 Candidate Indemnification. Candidate shall defend, indemnify and hold harmless Company from and against any and all Claims arising from any Claim against Company made by (i) any third-party relating to Candidate’s use of the Company Materials in violation of this Agreement; (ii) any third-party relating to Company’s use of Candidate Content as permitted in this Agreement; (iii) Candidate’s employment with an employer Candidate matched with through the Platform and (iv) Candidate’s violation of applicable law. Candidate shall pay all damages and other liabilities and penalties finally awarded against Company by a court of competent jurisdiction based on such a Claim, or pay any settlement of such a Claim agreed to by Candidate, and shall pay all costs and expenses of Candidate in connection with the defense of such Claim including reasonable costs and attorneys’ fees. Candidate shall be relieved of the foregoing obligations unless Company: (i) promptly notifies Candidate of the Claim (solely to the extent such delay actually prejudices the Claim), (ii) authorizes and allows Candidate to have sole control of the sole defense and settlement of the Claim, except that Company may hire its own counsel in such matter at its own expense; and (iii) provides any information and cooperation reasonably required by Candidate at Candidate’s expense. Candidate shall not consent to any judgment or decree or do any other act in compromise of any such claim that involves any act or admission by Company without first obtaining Company’s written consent, which shall not be unreasonably withheld or delayed.
7. Confidentiality
7.1 Confidential Information. “Confidential Information” means any non-public, information or data (including without limitation any formula, pattern, compilation, computer program, device, method, technique, or process) that is disclosed by one Party (a “Disclosing Party”) to the other Party (a “Receiving Party”) pursuant to this Agreement that is marked as confidential or that because of its nature would reasonably be considered confidential by the Receiving Party. Confidential Information does not include information that the Receiving Party can show: (a) is or has become publicly known or available without breach of this Agreement or any prior obligation of confidentiality; (b) is received by a Receiving Party from a third party without breach of any obligation of confidentiality; (c) was previously known by the Receiving Party as shown by its written records; or (d) was independently developed by the Receiving Party without reference to, or use of, the Confidential Information.
7.2 Nondisclosure Obligations. The Receiving Party will not use Confidential Information for any purpose other than to facilitate the performance of such Party’s obligations pursuant to this Agreement (the “Purpose”). The Receiving Party: (i) will not disclose Confidential Information to any person acting on behalf of the Receiving Party unless, in the reasonable opinion of the Receiving Party, such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with the Receiving Party, with terms no less restrictive than those of this Section 7; and (ii) will not disclose Confidential Information to any other third party without the Disclosing Party’s prior written consent. Without limiting the generality of the foregoing, the Receiving Party will protect Confidential Information with at least the same level and manner of security with which it protects its own Confidential Information and in no event with less than a commercially reasonable level of security used in the software industry. The Receiving Party will promptly notify the Disclosing Party of any unauthorized disclosure, misuse or misappropriation of Confidential Information that comes to the Receiving Party’s attention. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party will give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense.
7.3 Injunction. The Receiving Party agrees that breach of this Section 7 may cause the Disclosing Party irreparable injury, for which monetary damages may not provide adequate compensation, and that in addition to any other remedy, the Disclosing Party may be entitled to seek injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
7.4 Termination and Return. The confidentiality obligations of each Party will terminate five (5) years after the expiration or earlier termination of this Agreement, except the trade secrets of a Party shall remain confidential until such time as they no longer are trade secrets. Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party will return all copies of Confidential Information to the Disclosing Party or certify, in writing, the destruction thereof.
7.5 Retention of Rights. This Section 7 does not transfer ownership of Confidential Information or grant a license thereto. Except to the extent that another section of this Agreement specifically provides to the contrary, the Disclosing Party retains all rights, title, and interest in and to all of the Disclosing Party’s Confidential Information.
8. Term and Termination
8.1 Term. This Agreement shall commence on the Effective Date and continue in full force and effect for one (1) year unless earlier terminated in accordance with this Agreement (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either Party provides thirty (30) days’ prior written notice of its intent not to renew before the start of the next Renewal Term (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term”).
8.2 Termination.
(a) Termination for Cause. Either Party may terminate this Agreement by written notice if: (i) the other Party materially breaches this Agreement and fails to cure such material breach within thirty (30) days after receipt of written notice from the non-breaching Party providing details of such material breach; or (ii) the other Party becomes insolvent, bankrupt, enters into liquidation or dissolution.
(b) Termination for Convenience. Candidate may terminate this Agreement for convenience at any time by providing written notice to Company. Company may terminate this Agreement for any reason by providing thirty (30) days prior written notice to Candidate.
(c) Effect of Termination. Upon termination or expiration of this Agreement for any reason, the licenses granted hereunder shall immediately terminate and Candidate shall immediately cease any and all use of the Company Materials. Those provisions of the Agreement, which by their nature and context must survive the termination of the Agreement to fulfill their essential purpose, shall survive termination.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS OR REVENUE OR LOSS OF BUSINESS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF, WHETHER ARISING IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE EVEN IF SUCH PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE AND EVEN IF THE OTHER PARTY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. EXCEPT DUE TO A BREACH OF THE CONFIDENTIALITY PROVISIONS IN SECTION 7 OR FOR LIABILITIES ARISING UNDER AN INDEMNIFICATION OBLIGATION, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED $100.
10. General Terms
10.1 Severability. If any provision of this Agreement is determined to be legally unenforceable or invalid, the remaining provisions shall continue in effect. The Parties shall substitute a provision that most closely approximates the economic effect and the original intent of the invalid provision and compiles with applicable laws.
10.2 Successors and Assignment. Neither Party shall assign, sell or transfer this Agreement, or its rights or obligations hereunder, without the prior written consent of the other Party; provided, however, that Company may assign this Agreement without consent, but with written notice, to a successor in the event of any sale of all or substantially all of the business of the company whether by sale of assets, merger, reorganization or otherwise, provided the acquiring entity assumes all of the rights and obligations of Company. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as may be expressly provided in this Agreement.
10.3 Notices. Candidate consents to receive all notices and other communications from Company electronically, and Company will provide such notices by email to the address associated with Candidate’s account; notices are deemed given when sent. Candidate is responsible for keeping the email address associated with Candidate’s account current. Formal legal notices to Company must be sent by email to legal@gettalentmatch.com (or such other notice address Company posts within the Platform or Privacy Policy) and are deemed given when received during Company’s business hours.
10.4 Waiver. No delay or omission by a Party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the Party waving its rights.
10.5 Independent Contractors. Under this Agreement, Candidate and Company are independent contractors. This Agreement does not create a joint venture, partnership, principal-agent or employment relationship between Company and Candidate.
10.6 Headings. The division of this Agreement into sections and subsections and the use of captions and headings in connection therewith are solely for the convenience and shall have no legal effect in construing the provisions of the Agreement.
10.7 Entire Agreement. This Agreement constitutes the entire agreement between Company and Candidate related to the subject matter herein and supersede all prior written or oral agreements, understandings and communications regarding the subject matter.
10.8 Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of North Carolina, without reference to the choice of law or conflict of laws rules. The Parties irrevocably consent to the personal and jurisdiction of the federal and state courts of Mecklenburg County, North Carolina.
10.9 Compliance with Law. Each Party shall comply with any applicable law in connection with its performance under this Agreement, including without limitation any export or import laws of the United States or any other country relating to the Company Materials.
10.10 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations due to causes beyond the reasonable control of the Party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes, act of any government affecting the terms hereof, acts of terrorism, accident, fire, explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication, computer storage or internet service providers.