End User License Agreement IMPORTANT – PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS
This End User License Agreement for ProForecast (the “Agreement”) is a legal agreement between you or the company that you are authorized to represent (“You”) and ProForecast Limited (“ProForecast”). This Agreement governs the use of the accompanying ProForecast Software as a Service (SaaS) and services not covered by a separate license agreement; all printed and electronic manuals, guides, bulletins, and online help (the “Documentation”); and any modifications, updates, revisions or enhancements received by You from ProForecast or its authorized dealers or agents (collectively, the “SaaS”). The SaaS may not be accessed, or used except pursuant to this Agreement. This Agreement limits and excludes warranties and remedies regarding the SaaS, exempts ProForecast and other persons from liability or limits their liability, and contains other important provisions that You should read. Your access to or use of the SaaS may also be subject to your acceptance of separate agreements with ProForecast and/or third parties.
BY ACCESSING, OR USING THE SAAS, YOU ACKNOWLEDGE AND SIGNIFY YOUR ACCEPTANCE AND AGREEMENT, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT, AND IF YOU ARE AN INDIVIDUAL REPRESENTING A COMPANY OR OTHER PERSONS THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT AND AGREE TO THE AGREEMENT ON BEHALF OF THE COMPANY OR OTHER PERSONS YOU REPRESENT OR ON WHOSE BEHALF YOU ARE ACCESSING OR USING THE SAAS. YOU ALSO ACCEPT THAT YOU ARE NOT A CONSUMER AS DEFINED BY UK LEGISLATION BUT A TRADE, BUSINESS OR PROFESSIONAL USER. IF YOU DO NOT AGREE WITH AND ACCEPT EACH PROVISION OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SAAS, AND YOU MUST OBTAIN A REFUND IN ACCORDANCE WITH THE RETURN AND REFUND POLICY SET FORTH IN THIS AGREEMENT. YOUR ACCEPTANCE OF OUR TERMS IS IMPLICIT UPON YOUR REGISTRATION TO USE THE SAAS.
1 GRANT OF LICENSE. Subject to your compliance with all terms of this Agreement and your payment of all applicable fees, ProForecast thereby grants to You a limited, non-transferable, non-sublicensable, non-exclusive license (the “License”) to use the SaaS under the terms stated in this Agreement, including the restrictions and limitations applicable to each kind of license and version of the SaaS set forth below, for use in your business or profession. The License is not a sale of the SaaS or any portion thereof and does not convey any rights of ownership in the SaaS. ProForecast reserves all rights not expressly granted by this Agreement and You hereby acknowledge that all title and ownership of the SaaS and all associated intellectual property rights are and shall remain with ProForecast.
2. LICENSE RESTRICTIONS. There are various types of licenses and versions of the SaaS, which reflect the number of authorized users and the permitted purposes of use, each of which is subject to different restrictions and limitations as set forth below. The type of license and version of the SaaS are identified in our website.
3 TYPE OF LICENCE: (a) Single User. If your License to use the SaaS is a single-user license, the SaaS and related data may only be used and accessed by the named licencee who may access the SaaS on any appropriate electronic device for which the SaaS is designed to operate (a “Client Device”). (b) Multi-User. If your license to use the SaaS is a multi-user license, the SaaS may only be used and accessed by the named licencee’s who may access the SaaS on any appropriate electronic device for which the SaaS is designed to operate. A Named User means the individuals listed and selected in the Licence maintenance screen of the SaaS. The number of defined Named Users may not exceed the number of licenses purchased up to the predefined limit. In the event a licensed Named User is temporarily out of the office (vacation, illness, leave, etc.) or leaves your company, You may replace this Named User with a new associate of your company without purchasing a license for an additional Named User. The system admin user account is an administrative account that does not require its own license to use the SaaS. (c) Subscription: A Subscription License to the SaaS requires a one (1) year initial commitment and lasts only as long as your subscription fees are current, or until your subscription term ends, or until this Agreement is terminated as described herein. The SaaS can only be used on a Client Device that is connected to the Internet. The SaaS may be used by the licensed Named User(s) for the subscription period for which ProForecast has received your license fee until the specified term or subscription period ends or your license or this Agreement is terminated as described herein. Subscription are payable annually in advance or by agreement monthly in advance with a minimum commitment period of 12 months. You may cancel your subscription with at least thirty (30) days’ notice prior to the annual renewal date. Please note that any of the following will cause your access to the SaaS to revert to be blocked: failure to pay your subscription fee; (ii) termination of this Agreement (iii) cancellation or non-renewal of your subscription. Full SaaS functionality will not be restored until you reactivate your account, which may require payment of a reactivation fee.
4.0 GENERAL RESTRICTIONS Applicable to All Licenses and Permissible Uses (a) You only may use the ProForecast SaaS subject to requirements contained in the Documentation. (b) You may not make or attempt to copy, translate, or modify any part of the SaaS or any portion thereof or make any attempt to hack, access, or copy the source code. Any attempt to hack, copy or modify the source code will be a gross violation and make you liable to ProForecast for unlimited damages. You must reproduce all copyright, trademark, trade secret and other proprietary notices on any reference to the SaaS in printed or visual outputs. Any use of the SaaS are subject to the terms and conditions of this Agreement. (c) You may not sell, distribute, lease, rent, sublicense, modify, change, alter, assign or transfer the SaaS or this license, except that: (i) You may transfer the license to a party that purchases all or substantially all of the assets of your business, provided that You notify ProForecast in writing prior to the distribution of the SaaS licences to the purchasing party, and the purchasing party agrees in writing to be bound by the Agreement; or (ii) upon written permission from ProForecast, You may transfer the license to a party that agrees to be bound by this Agreement. (d) You may not reverse-engineer, reverse-translate, disassemble, hack, copy or decompile the SaaS, or any portion thereof, or otherwise attempt to discover the source code or structural framework of the SaaS. You may not create any derivative work based upon the SaaS by altering, modifying, or translating the code of the SaaS or using our intellectual property. You may not obscure or remove any copyright or trademark notice from the SaaS. (e) Accessing or utilizing the SaaS (e.g., “multiplexing,” “pooling,” or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware “front end”). ProForecast may verify compliance of license entitlement and restrict use of the SaaS if it determines that You have violated the terms of this Agreement. (h) You may not share a license. Each user of the SaaS must have their own license, including all part-time employees.
4.1. ProForecast reserves all rights not expressly granted to You in this Agreement.
5. MULTIPLE USER INSTALLATION. If You have licensed a multi-user version of the SaaS, the system or IT administrator or other designated person (the “Administrator”) the Administrator will accept the terms and conditions of this Agreement for each user of the SaaS and ensure that each user has the ability to review the Agreement.
6. LIMITED WARRANTY. 6.1. ProForecast does not represent or warrant that your use of the SaaS will be uninterrupted or error free or that the application will work without fault, and is error free . 6.2. Provided You notify ProForecast in writing during the Licence Period of a substantial non-conformity between the website documentation and the SaaS, and if ProForecast is able to replicate and verify that such substantial non-conformity exists, ProForecast shall endeavor to correct the SaaS, at ProForecast’s sole option, so that the SaaS substantially conforms to the specifications or ProForecast shall offer you the right to terminate your licence to use the SaaS. This section 6.2 states your SOLE AND EXCLUSIVE REMEDY for any breach of warranty hereunder. 6.3. No employee, agent or representative of ProForecast, nor any reseller (including the person or company who sold You the SaaS) or any other third party, is authorized to make any warranty with respect to the SaaS, except those expressly stated in sections 6.1 and 6.2 of this Agreement, and You may not rely on any such unauthorized warranty.
7. DISCLAIMER OF WARRANTIES. 7.1. The foregoing warranties and remedies are exclusive. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTIONS 6.1 AND 6.2 OF THIS AGREEMENT, PROFORECAST DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SAAS AND ANY SERVICES FURNISHED IN CONNECTION WITH THIS AGREEMENT. PROFORECAST DOES NOT WARRANT THAT THIS SAAS IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS, OR OMISSIONS. PROFORECAST SPECIFICALLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) OF MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; (C) OF NON-INFRINGEMENT; OR (D) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING WITH PROFORECAST. PROFORECAST SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OR CONSEQUENTIAL LOSSES & DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE SAAS, ANY ERRORS, INACURACIES, MISCALCULATIONS OR FAILINGS OF THE SAAS ITS DESIGN< CODING OR IMPLEMENTATION, LOSS OF DATA, LACK OR INABILITY OF ACCESS TO THE SAAS OR ANY OTHER ITEMS OR SERVICES PROVIDED BY PROFORECAST. 7.2. You acknowledge that any data entry, conversion or storage is subject to the likelihood of human and machine errors, malicious manipulation, omissions, delays, and losses, including, but not limited to, inadvertent loss of data or damage to media that may result in loss or damage to You and/or Your property, and/or Your detrimental reliance on maliciously manipulated data. ProForecast shall not be liable for any such errors, omissions, delays, or losses. You are responsible for adopting reasonable measures to limit the impact of such problems, adopting procedures to ensure the accuracy of input data, examining and confirming results prior to use, adopting procedures to identify and correct errors and omissions, replacing lost or damaged media, and reconstructing data. You are also responsible for mitigating any damage and implicitly must immediately inform ProForecast of any errors and miscalculations you discover to enable ProForecast to amend and improve the SaaS. 7.3. Any ProForecast Solution Provider or Certified Consultant or any reseller, installer or consultant is not affiliated with ProForecast in any capacity other than as a reseller, installer or consultant of ProForecast’s products and has no authority to bind ProForecast or modify any license or warranty. ProForecast makes no representations, warranty, endorsement, or guarantee with respect to the skills or qualifications of any ProForecast Solution Provider or Certified Consultant or any reseller, installer or consultant and You are encouraged to independently investigate their skills and qualifications.
8. DISCLAIMER REGARDING PROFORECAST CONNECTED SERVICES AND PROFORECAST ADD-ON PRODUCTS AND SERVICES. Optional products and services including, but not limited to, ProForecast Benchmarking Reports, ProForecast Data Analysis, ProForecast Support and ProForecast Professional Services, ProForecast Data Connectors (collectively, the “Add-on Products and Services”) made available to you may incur additional charges a credit card, a valid email address, approval by a third party, internet access, and/or additional fees, and may also require You to accept a separate license agreement or abide by terms and conditions for use. Under no circumstances shall ProForecast, or its subsidiaries or affiliates, be responsible or liable in any way for any Add On Products and Services offered by third-party vendors. Matters relating to credit transactions, such as chargebacks of credit card charges, are the responsibility of the institution that handles your account. ProForecast requires that if You use any Add-On Products and Services, You be licensed on a supported version of both the SaaS and any Add-On Products and Services.
9. DISCLAIMER REGARDING LINKS TO EXTERNAL SITES. The SaaS may include links to other websites on the Internet that are owned and operated by third parties not under the control of ProForecast. ProForecast provides the links for your convenience only and does not provide a warranty of any type regarding the actions of such third parties or the security of information sent to such third parties while You are using their websites. Under no circumstances shall ProForecast, or its subsidiaries or affiliates, be responsible or liable in any way for the availability of services or products offered, or the content located on or through, any such third party’s website.
10. THE SaaS is subject to & provided under UK (United Kingdom) Law and if you are based outside of the United Kingdom you will be subject to the following EXPORT RESTRICTIONS. You shall abide by all UK, EU, & US domestic and foreign federal, state, and local laws, ordinances, rules, and regulations applicable to the transactions contemplated hereunder. You shall comply with all applicable export control laws, restrictions, and regulations in effect from time to time in the jurisdiction in which You are resident or in which the SaaS is used, including without limitation and to the extent applicable the United States Export Administration regulations, the International Traffic in Arms regulations and any regulations or licenses administered by the Department of the Treasury’s Office of Foreign Assets Control. You represent and warrant that You are not located in, under the control of, or a national or resident of, any restricted country or of any designated entity or person. If any EU OR US law contradicts UK law you accept that UK law takes precedence and overrides those laws.
11. SUPPORT. 11.1. ProForecast disclaims any responsibility to provide any customer support except as may be agreed under a separate agreement to render support services. or in conjunction with a ProForecast promotional offering or a bundled product offered by ProForecast. Your SaaS comes with ProForecast Care, which upon registration of the SaaS, will entitle you to receive three (12) free Customer Support calls in every 12 month period. ProForecast Customer Support Analysts reserve the right to limit calls to one hour or one incident but may provide additional support at a cost of £50 per hour or part of an hour. All ProForecast Care plans run for a term of twelve (12) months from the point of first registration and automatically renew on the anniversary of your activation date (your “Renewal Date”). Customer support reserves the right to determine whether any issue is a result of your broadband access, hardware, network, network environment or browser and may refer You back to your ISP, Network administrator or IT support supplier for resolution. ProForecast does not provide support to You for any issues that involve or arise from your broadband access, hardware, network, network environment or browser. If you are not operating a supported browser, ProForecast may require You to use a particular browser to ensure that the SaaS operates correctly. ProForecast makes no representation that the SaaS will operate correctly with all internet browsers, and will not be responsible for changes made to such browsers, but will make its best efforts to ensure that the SaaS will be compatible with as many browsers as practical. 11.2. You must have a valid license in order to be eligible to receive Customer Support.
12 UPDATES Because ProForecast is a SaaS application the version in use will always be the current version and may have been updated or changed without your knowledge. ProForecast will endeavor to notify users of updates either by e-mail or site notices but will not be liable for any changes or errors arising out of such updates of failure to notify you of such changes.
13. TERMINATION OF SUPPORT AND OTHER SERVICES. 13.1. ProForecast reserves the right to terminate Customer Support and all other services if in the opinion of ProForecast the licencee is abusing the terms of this Eula or is making unreasonable demands on the SaaS. (including but not limited to any connectivity to any Add-On Products and Services) applicable to the SaaS, or in the event that the SaaS has become inoperable or incompatible with your current operating systems, hardware, Add-On Products and Services, Browsers or other technologies. If You cancel Your Subscription License or if Your Subscription License is cancelled for non-payment, you will be blocked from accessing the SaaS and support will cease. Your data will be retained for as long as ProForecast deems reasonable, but may be deleted. If ProForecast decides to delete your data it will inform you by e-mail and give you fifteen (15) days to reactivate your subscription so enabling you to retain your data. If the subscription is not reactivated within that period ProForecast may delete your data without further recourse to you. 13.1. The SaaS pricing on our website does not include sales tax rates.
14. OWNERSHIP RIGHTS. 14.1. The SaaS is protected by UK, EU, United States, Canadian, and international copyright laws and other intellectual property laws, and international treaty provisions. ProForecast and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in: (a) the SaaS, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (b) the ProForecast trademarks, service marks, trade names, icons and logos; and (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing. You acknowledge that your possession, installation, or use of the SaaS does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the SaaS, and that You will not acquire any rights to the SaaS except as expressly set forth in this Agreement. You agree that all output data, or any other type of copies of the SaaS data will contain the same proprietary notices that appear on and in the SaaS. 14.2. Should You decide to submit any materials to ProForecast via electronic mail, through or to ProForecast website(s), or otherwise, whether as verbal or visual feedback, data, questions, comments, ideas, concepts, techniques, survey responses, suggestions, improvements, additions or the like, You agree that such submissions are unrestricted and shall be deemed nonconfidential upon submission. You grant to ProForecast and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to You or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties, and You agree, represent and warrant that all moral rights in the submissions are waived in favour of ProForecast and its successors, assigns and licensees.
15. RECOMMENDED ENVIRONMENT. This SaaS has been designed to work optimally in the environment documented within the Documentation. Any defects, inconsistencies, or issues arising out of operating outside the parameters set forth therein may not be supported by ProForecast and may require You to pay additional maintenance/update costs to ProForecast to rectify.
16. HIGH RISK ACTIVITIES. The SaaS is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the SaaS could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). ProForecast expressly disclaims any express or implied warranty of fitness for High Risk Activities.
17. EXCLUSION/LIMITATION OF LIABILITY. BECAUSE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE FREE FROM ERRORS, YOU ARE ADVISED TO VERIFY THE WORK PRODUCED BY THE SAAS. TO THE FULLEST EXTENT PERMITTED BY LAW, PROFORECAST’S LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING HEREUNDER, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED THE GREATER OF THE AMOUNT OF ONE MONTHS LICENSE AND SUPPORT FEES PAID BY YOU TO PROFORECAST. TO THE FULLEST EXTENT PERMITTED BY LAW, PROFORECAST SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF TIME, LOSS OF ANTICIPATED PROFITS, REVENUE OR DATA, OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE, EVEN IF PROFORECAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. ProForecast will have no responsibility for the SaaS if any portion of the SaaS has been hacked, modified, lost, stolen or damaged by accident, abuse or misapplication. You acknowledge and agree that this Agreement fairly allocates risk between You and ProForecast as authorized by applicable law, and the pricing of ProForecast’s products reflects this allocation of risk and the exclusions and limitations of liability contained in this Agreement. This Agreement gives You specific legal rights and You may also have other rights, which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for incidental or consequential damages, so some or all of those sections of this Agreement may not apply to You.
18. MONITORING/PERSONAL/CLIENT/USER INFORMATION. The SaaS may contain technologies that monitor, record, and report to ProForecast information regarding the use of the SaaS, including but not limited to information concerning the Client Device with which the SaaS is associated; the frequency, type, and manner of use to which the SaaS is put; and the data inputted to or through the SaaS by You or on your behalf, such as company data, payroll data, check data, and other transaction-identifying information (collectively, the “Transaction Data”). ProForecast collects and uses the Transaction Data to support, maintain, and improve the SaaS, and to enforce ProForecast’s rights under this Agreement. To the extent any of the Transaction Data is personal information within the meaning of applicable law, You hereby: (a) consent to ProForecast’s collection, use and disclosure of such Transaction Data for these purposes; and (b) represent and warrant that You have obtained the consent of any individual to whom such Transaction Data relates to ProForecast’s collection, use and disclosure of such Transaction Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law. You also allow ProForecast to aggregate such data to extract business trends, create general business & economic reports, economic forecasts, and benchmarking reports. ProForecast will not allow any aggregated data to be used in such a manner that an individual user or clients commercially sensitive data could be identified by a third party. You agree that such submissions are unrestricted and shall be deemed nonconfidential upon submission. You grant to ProForecast and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such aggregated data for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to You or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties, and You agree, represent and warrant that all moral rights in the submissions are waived in favour of ProForecast and its successors, assigns and licensees, subject to the provision that an individual user or clients commercially sensitive data could not be identified by a third party.
19. U.S. GOVERNMENT RESTRICTED RIGHTS. If the SaaS is to be provided under a U.S. Government contract, the U.S. government’s right to use, modify, reproduce, release or disclose the SaaS is subject to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs(c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52-227-19, as applicable. The contractor/manufacturer is ProForecast Limited., Sunderland Software Centre, 1 Tavistock Place, Sunderland, SR1 1PB, United Kingdom.
20. TERM AND TERMINATION. 20.1. This Agreement shall commence on the date You licence the SaaS and shall continue until the earlier of: (a) the date it is terminated in accordance with the terms herein; or (b) your acceptance of a superseding license agreement. 20.2. This Agreement, and all of ProForecast’s obligations hereunder, automatically terminate if You fail to comply with any provision of this Agreement. Upon the termination or expiration of this Agreement for any reason whatsoever: (a) the license granted hereunder shall immediately cease; and (b) You shall immediately be prevented from and stop using the SaaS in any way. 20.3 This Agreement is effective unless and until You or ProForecast terminate the Agreement. You may terminate the Agreement with at least seven (30) days’ notice prior to Your renewal date. ProForecast may terminate the Agreement upon non-payment of Your renewal fees or if You fail to comply with any provision of this Agreement. Upon termination of this Agreement by either You or ProForecast, Your access to the SaaS will be blocked. 20.4.
21. MISCELLANEOUS. 21.1. As a user of the SaaS, You assume the responsibility for the selection of the SaaS as being appropriate for your purposes. You understand and agree that: (a) You are solely responsible for the content and accuracy of all reports and documents prepared with the SaaS; (b) using the SaaS does not relieve You of any professional obligation concerning the preparation and review of such reports and documents; (c) You do not rely upon ProForecast or the SaaS for any advice or guidance regarding the appropriate tax treatment of items reflected on such reports or documents; (d) You will review any calculations made by using the SaaS and satisfy yourself that those calculations are correct; and (e) ProForecast’s support service is designed to offer technical support for issues regarding the features and functionality of this SaaS in the recommended operating environments only. 21.2. Audit Rights. With or without prior notice ProForecast may audit Your use of the SaaS to ensure that You comply with the terms and conditions of this Agreement. If an audit reveals that You have underpaid fees or owe fees to ProForecast, ProForecast will invoice You for the underpayment or amount due based on ProForecast’s price list in effect at the time the audit is completed. 21.3. To the fullest extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English and any translation you have received has been provided solely for your convenience. In the event You have entered into this Agreement by means of the display of a translated version of this Agreement in a language other than U.K. English, you may request a U.K. English language version of this Agreement by notice to ProForecast. To the fullest extent permitted by law, all correspondence and communication between You and ProForecast under this Agreement must be in English language. The exclusive judicial forum for any action brought to enforce this Agreement shall be an appropriate court located in the district of Tyne & Wear without regard to the conflict of laws provisions thereof. 21.4. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall be valid and enforceable according to its terms. 21.5. ProForecast, the ProForecast logo, are registered trademarks or trademarks of ProForecast Limited. or its affiliated entities. Microsoft, Microsoft SQL Server, Microsoft, Azure, Windows, and the Windows logo are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries. Other product names mentioned may be service marks, trademarks, or registered trademarks of their respective owners and are hereby acknowledged. 21.6. No failure or delay of either party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be constructed as a waiver thereof with respect to any other circumstances. 21.7. Quebec. With regard to Quebec, the parties declare that they have required that this Agreement and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afférents, soit pour le présent ou l’avenir, soient rédigés en langue anglaise seulement. 21.8. Sections 6 (Disclaimer of Warranties), 8 (Disclaimer Regarding Links to External Sites), 14 (Ownership Rights), 18 (Exclusion/Limitation of Liability), 21 (Term & Termination), 22.3 (Governing Law) and this Section 22.8 shall survive the expiration or termination of this Agreement. 21.9. This Agreement constitutes the entire agreement between You and ProForecast with respect to the subject matter hereof, and supersedes any prior proposal, oral or written, advertising, representation, or other communication between the parties with respect to such subject matter. This Agreement shall not be modified, except by written agreement signed by the parties hereto. 21.10. ProForecast shall not be liable for and shall be excused from any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including but not limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions or power or communications, failure or suppliers or subcontractors, natural disasters or other acts of God. 21.11. All notices given hereunder shall be in writing and sent by overnight courier or delivered in person: (a) if to ProForecast, to ProForecast Limited., Sunderland Software Centre, 1 Tavistock Place, Sunderland, SR1 1PB, United Kingdom, and (b) if to You, to the address You indicated upon your registration of the SaaS. 21.12. You authorize ProForecast to send You information, including but not limited to marketing and promotional material, via facsimile, email, telephone, and other reasonable means. End User License Agreement for ProForecast Products.