Regional Ranking Event Organizer Agreement

Last Updated March 28, 2017

PLEASE READ THE REGIONAL RANKING EVENT ORGANIZER AGREEMENT (“Agreement”) CAREFULLY.   This Agreement is a binding agreement between Capcom U.S.A., Inc. (“Capcom”) and you (“You”) and governs Your use of Capcom’s Street Fighter V title in a Capcom Pro Tour (CPT) regional ranking tournament organized and hosted by You.

BY CLICKING THE "ACCEPT" BUTTON OR BY USING AND CONTINUING TO USE THE CAPCOM GAME, YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE THE CAPCOM GAME.

You represent that (i) you are of legal age to form a binding contract and (ii) in the event you are acting as an employee of a corporation or other form of organization, you have the authority to bind your employer to this Agreement.

Capcom reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this Agreement for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. You can review the most current version of this Agreement by clicking on the “Agreement” link located on Capcom’s website. You are responsible for checking this Agreement periodically for changes. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in agreement or compliance with this Agreement, You may terminate this Agreement by (i) ceasing all use of the Capcom Game, and (ii) ceasing all promotion of the CPT Event.  Your continued use of the Capcom Game following any revision to this Agreement constitutes Your complete and irrevocable acceptance of any and all such changes.

  1. Definitions.
    1. Capcom Art Assets” means high resolution art assets, including logos or other imagery and text, based on the Capcom Intellectual Property.
    2. Capcom Content” means a video recording by or on behalf of You of a number of players playing matches of the Capcom Game at the CPT Event, and may include screen displays, audio and sound effects of the Capcom Game, participants, spectators, audience, as well as commentator footage.
    3. Capcom Game” means the Capcom video game entitled “Street Fighter V” and (i) all updates, patches, and stages released as of the date of the Regional Ranking Event and (ii) character packs released at least seven (7) days prior to the commencement date of the Regional Ranking Event.
    4. Capcom Intellectual Property” means the content of the Capcom Game and all Capcom trademarks, trade names, logos and designs.
    5. CPT Event” means that portion of the Regional Ranking Event related to the presentation and performance of the Capcom Pro Tour ranking tournament.
    6. Distribution Channels” means websites owned, operated or controlled by You, Your channels on Twitch, YouTube, Dailymotion, or those of a similar nature and Your “official” social media sites such as Facebook and Twitter, as accessed by any web browser and/or application accessed through any Internet-connected device (including via PC, mobile, and TV devices).
    7. Event Marketing Materials” means all online and offline advertisements, posters, flyers, banner advertisements, trailers, and other marketing materials related to the CPT Event or Exhibition Matches.
    8. Exhibition Matches” means all exhibition matches and/or tournaments featuring the Capcom Game at the Regional Ranking Event which are held in conjunction with but separate from the CPT Event.
    9. Exhibition Match Footage” means a video recording by or on behalf of You of a number of players playing Exhibition Matches, and may include screen displays, audio and sound effects of the Capcom Game, participants, spectators, audience, as well as commentator footage.
    10. Regional Ranking Event” means the tournament event organized by You, which event shall feature and include the CPT Event and may further include other tournaments featuring games other than the Capcom Game.
    11. Territory” means the country in which the Regional Ranking Event is held.
    12. Term” means the period from your acceptance of this Agreement to the end of the Regional Ranking Event.
    13. Twitch Channels” means those Capcom Pro Tour channels operating on (A) websites owned, operated or controlled by Twitch, Twitch’s channels on YouTube, and “official” social media sites such as Facebook and Twitter, as accessed by any web browser and/or application accessed through any Internet-connected device (including via PC, mobile, and TV devices), and (B) iOS, Android and other mobile apps distributed by and for Twitch.
  2. License Grant.

    1. License Grant.  Subject to Your compliance with the terms and conditions of this Agreement, Capcom hereby grants to You and You hereby accept a non-exclusive, non-transferable, limited license and right, in the Territory and for the Term, to:

      1. use, display and perform the Capcom Game (i) in the CPT Event and Exhibition Matches, and (ii) for such other uses related to the CPT Event or Exhibition Matches as may be approved by Capcom in writing in advance of such use;
      2. use Capcom Intellectual Property in connection with Event Marketing Materials, subject to Capcom’s approval rights as set forth in Section 2.d below;
      3. live stream the Capcom Content over the Internet on the Twitch Channels only;
      4. live stream the Exhibition Match footage over the Internet on the Distribution Channels;
      5. record, reproduce, host, cache, display, perform, distribute, broadcast, transmit, and stream Capcom Content and Exhibition Match Footage as VOD on the Distribution Channels; and 
      6. subject to the terms and conditions set forth in Section 6.b, promote and sell (i) advertising embedded in and displayed on Capcom Content and Exhibition Match Footage on both a live and VOD basis, and (ii) sponsorship to be promoted at the Regional Ranking Event location.
    2. Distribution Obligation.  Pursuant to the license granted to You under Section 2.a.iii above, You are required to live stream the Capcom Content over the Internet on the Twitch Channels.
    3. License Limitations, Restrictions and Reservation.
      1. You shall have no right to, and shall not authorize any third party to, modify or create derivative works of the Capcom Game or reverse assemble, reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Capcom Game.
      2. You shall require each participant, spectator, and audience member in or at the CPT Event and Exhibition Matches (“Participant”) to grant to You and Capcom permission to record, videotape and photograph the Participant (“Participant Images”). You shall also require Participant to grant to You and Capcom and each of its designees, the right to use, edit, adapt, post, stream, copy, display, perform, transmit, broadcast, and otherwise commercialize Participant Images, including any names, likenesses, voice, conversation and any other attributes of Participant’s personality and appearance, individually or with others, in whole or in part, alone or in conjunction with other material, in any and all media now known or hereafter devised, in perpetuity throughout the world, for the purpose of trade, advertising, promotion or any other lawful purpose whatsoever, without additional compensation, consideration, notification or permission, except where prohibited by law.
      3. You acknowledges that to the extent You use materials in the operation of the CPT Event and Exhibition Matches requiring licenses, clearances, consents, releases and other third party permission (collectively, “Third Party Consents”), You are solely responsible for securing at Your sole cost and expense, all necessary Third Party Consents. You shall provide evidence to Capcom upon Capcom’s reasonable request that You have obtained such Third Party Consents.
      4. You acknowledge and agree that the license granted by Capcom pursuant to Section 2.a, above, is limited solely to the Capcom Game, and that Capcom does not grant, and You shall not have, any rights with respect to any other Capcom game except “Street Fighter V”.
      5. Capcom hereby reserves all rights to the Capcom Game and the Capcom Intellectual Property not expressly granted by Capcom to You herein.
      6. Any breach of this Section 2 would cause immediate and irreparable harm to Capcom, for which there is no adequate remedy at law, and in the event of such breach by You, Capcom shall, in addition to all other remedies available to it, be entitled to immediate injunctive relief without posting of a bond.
    4. Capcom Approvals.

      1. Event Marketing Materials.  You shall submit samples of all Event Marketing Materials created for the CPT Event and/or Exhibition Matches to Capcom for its prior written approval (including via electronic mail), which approval shall be in Capcom’s sole discretion to maintain the high standards and good image and reputation of Capcom, the Capcom Game, CPT Event, Exhibition Matches, Capcom Content, Exhibition Match Footage and Capcom Intellectual Property, but which shall not be unreasonably withheld.  You shall not publish, display, transmit, perform or distribute any Event Marketing Materials unless and until Capcom has approved the use of the Capcom Intellectual Property in such Event Marketing Materials in writing (including via electronic mail).  Any Event Marketing Materials not approved by Capcom on or before the fifth (5th) business day after submission by You shall be deemed approved. In the event Capcom disapproves any applicable Event Marketing Material, You shall correct or modify as necessary the affected Event Marketing Material(s) to meet Capcom’s approval, or shall refrain from using in any manner the disapproved Event Marketing Material(s).  Capcom shall retain all right and title to all Capcom Intellectual Property used in the Event Marketing Materials, and such use and any goodwill arising therefrom shall inure to the sole benefit of Capcom.  After any Event Marketing Material has been approved by Capcom pursuant to this section, You shall not depart therefrom in any material respect without Capcom’s prior written consent.
      2. Integrity of Capcom Game, CPT Event, and Capcom Intellectual Property.  You agree Your policies and practices with respect to the CPT Event, Capcom Content, Exhibition Matches and Your use of the Capcom Game or Capcom Intellectual Property will not reflect adversely upon Capcom’s name or reputation or upon the Capcom Game, CPT Event, Capcom Content, Exhibition Matches, Exhibition Match Footage, or Capcom Intellectual Property; will not be disparaging, defamatory or harmful in any way to Capcom, CPT Event, Exhibition Matches, Exhibition Match Footage, Capcom Game, Capcom Content, or Capcom Intellectual Property; and will not interfere with or detract from the public image of Capcom, the Capcom Game, CPT Event, Capcom Content, Exhibition Matches, Exhibition Match Footage, or the Capcom Intellectual Property. You further specifically covenants and agrees to keep Capcom reasonably informed of Your plans for use of the Capcom Game and Capcom Intellectual Property so that there will be full opportunity for Capcom to deter You from any use that would detract from the public image of Capcom, the Capcom Game, Capcom Content, Exhibition Match Footage or Capcom Intellectual Property.
      3. Revocation of Approval.  In the event that the quality, appearance or style of the Event Marketing Materials previously approved by Capcom cease to be acceptable to Capcom, Capcom shall have the right, in its sole discretion, to withdraw its approval of such previously approved item, provided however, that in such case You shall be allowed a reasonable opportunity to cure the disapproved elements thereof.
    5. Continuing Rights.  The license granted by Capcom in Sections 2.a.v shall, subject to Your continued compliance with the terms of this Agreement, survive the Term; provided, however, that such license shall continue only with respect to (i) your hosting and distribution of Capcom Content and/or Exhibition Match Footage that had been created prior to the termination of the Agreement, provided that such Capcom Content and Exhibition Match Footage remains available at no charge or any other type of fees to viewers and consumers, and (ii) subject to Capcom’s approval rights under Section 2.d, Your usage of excerpts of the Capcom Content and/or Exhibition Match Footage for the purposes of creating short (i.e., less than one minute) promotions of and advertisements of Your future eSports tournament events, if any, featuring the Capcom Game. For the avoidance of doubt, You shall not be permitted to modify or alter the Capcom Content or Exhibition Match Footage to create any long-form content, short-form content, documentaries, or other cut-downs. If You fail to comply with any of the terms of this Agreement following the expiration of the Term, Capcom shall, at its option, have the right to revoke the foregoing license by written notice to You if such failure is not corrected within thirty (30) days following Your receipt of written notice of the failure.
  3. ADVERTISEMENT AND SPONSORSHIP.

    1. Advertising and Sponsorship Standards.  You are prohibited from and shall not sell advertising or sponsorship on, to or for the CPT Event, Capcom Content, Exhibition Matches and Exhibition Match Footage in connection with the following categories: pornography, tobacco, vaping (e-cigarette), firearms, drugs, alcoholic beverages, political advertising, and/or gambling. Further, You shall comply with the online advertising guidelines promulgated by the Interactive Advertising Bureau.
    2. CPT Premier Sponsors.  You acknowledge and agree that, in the event you seek to obtain any advertisers or sponsors for the Regional Ranking Event, You will use commercially reasonable efforts to first offer such advertisement and sponsorship agreements to Capcom’s endemic sponsors, including, but not limited to, BenQ, Razer, Kingston, PDP, Sony, and Red Bull.
  4. Capcom Obligations. Capcom shall have the following obligations:

    1. Capcom Game.  Capcom agrees to provide all necessary copies of the Capcom Game to You within such reasonable time as necessary to allow You to exercise the foregoing rights taking into account the dates of the Regional Ranking Event. 
    2. Marketing.  Capcom will use commercially reasonable efforts to promote the Regional Ranking Event through Capcom’s official social media channels, such as Facebook and Twitter.
    3. Capcom Art Assets.  Capcom shall, at Your request, provide to You Capcom Art Assets that may be used by You in the Event Marketing Materials.
  5. YOUR OBLIGATIONS.  You shall have the following obligations:

    1. Tournament Organization.
      1. The Capcom Game will receive premiere positioning (e.g., top billing) within the Regional Ranking Event.
      2. You shall be responsible for all aspects of the Regional Ranking Event, including:

        1. Ensuring that all entrants to the CPT Event are fully informed of, and will comply with, all rules, policies, and procedures, including the Capcom Pro Tour Official Terms and Conditions, which will govern the CPT Event.  You shall be the official sponsor of the CPT Event under the Capcom Pro Tour Official Terms and Conditions;
        2. Where the payment of a monetary prize pool is permitted by law, establishing such prize pool for the CPT Event by (i) creating a formula for determining the total CPT Event prize pool, (ii) creating the payment allocation schedule for payment of such prize pool to the winners of the CPT Event; (iii) announcing to all Participants no later than the commencement of the CPT Event the aforementioned prize pool formula and payment allocation schedule, and (iv) fully funding the prize pool;
        3. Awarding and paying of all prizes, including, but not limited to, the prize pool (if any), to the winners of the CPT Event;
        4. Complying with all federal, state, and local laws and regulations applicable to the CPT Event, as well as all applicable rules and regulations governing each foreign jurisdiction from which participants may enter and/or participate in the CPT Event, and ensuring proper reporting to any applicable taxing authority; and
        5. Securing the receipt of all applicable government approvals, licenses, permits and surety or performance bonds necessary to organize and conduct each CPT Event and to exercise of any and all of the rights granted to You hereunder.
      3. You shall be responsible for all production costs of the Regional Ranking Event, including the CPT Event and Exhibition Matches, and promotional activities associated therewith, including, but not limited to, venue rental fees, stage rental and construction fees, equipment fees (other than the Equipment), internet service fees, advertising costs, security and personnel costs, and all other expenses; except for the provision by Capcom of the Capcom Game, Capcom Art Assets and any other materials agreed in writing to be provided by Capcom.
      4. In the event You mention the Capcom Game in press releases related to the Regional Ranking Event, the description of Capcom and the Capcom Game in the press releases shall be subject to Capcom’s right of approval as specified in Section 2.d of this Agreement.
      5. You shall display, conspicuously and legibly, on all Regional Ranking Event materials (including Event Marketing Materials and press releases) containing any Capcom Intellectual Property or Capcom Art Assets, appropriate copyright and/or trademark notices in the name of and as approved by Capcom.  You will not alter, modify, erase, deface, or overprint any mark, logo or other Capcom Intellectual Property or Capcom Art Assets provided to You.
      6. Without prejudice to any other rights or remedies that Capcom may have under this Agreement or pursuant to law, Your breach of, and failure to cure a breach of, any of the foregoing obligations respecting the operation of the CPT Event and Exhibition Matches, including, but not limited to, Your obligation to award and pay all prizes to the winners of the CPT Event, shall preclude your eligibility from serving as a tournament organizer for any future Capcom Pro Tour tournament or other eSports tournament event featuring any current or future Capcom game.
    2. Tournament Scheduling.  You agree that a schedule for the Regional Ranking Event including all key dates (e.g., registration openings, registration deadlines, ticket sale releases, etc.) shall be provided by You to Capcom as soon as reasonably possible following Your determination of the same.  Upon Capcom’s approval of the schedule, You shall promote it through Your own social media channels.
  6. Compensation.

    1. Participant Registration Fees.  Between You and Capcom, You may retain all revenue generated from participant registration to enter into the Regional Ranking Event and ticket sales.
    2. Advertising and Sponsorship Revenue.  In the event that You, pursuant to Section 2.a.vi, enter into a material financial sponsorship and/or advertising agreement for the CPT Event in excess of USD $5,000.00, You agree to notify Capcom as soon as commercially reasonable following the execution of such sponsorship and/or advertising agreement. Following such notification to Capcom, You agree that You and Capcom shall negotiate in good faith to share a percentage of the revenue obtained from such sponsorships and advertising sold by You, and, upon such mutual agreement, You shall pay to Capcom within thirty (30) days of the end of each calendar quarter the applicable percentage of all such sponsorship and/or advertising revenue. Each payment shall be accompanied by an accurate accounting statement containing sufficient information to allow Capcom to verify the accuracy of the payment.
    3. Audit Rights.  Subject to You and Capcom agreeing to share a percentage of advertisement and sponsorship revenue pursuant to Section 6.b, You shall keep complete and accurate books and records of all such revenue obtained for five (5) years from the date of any payment made to Capcom pursuant to Section 6.b (“Audit Term”).  Capcom shall, on reasonable notice but not more than once per year during the Audit Term, and during normal business hours, have the right to inspect, examine, copy and otherwise audit Your books and records relating to Capcom Content and Exhibition Match Footage.  You shall cooperate and provide all such assistance in connection with such audit as Capcom and/or its representative auditor may reasonably require.  If any audit discloses a discrepancy in favor of You in excess of five percent (5%), You shall pay Capcom’s audit costs.
  7. Term and Termination.   

    1. Term.  The Agreement shall commence on the Effective Date and terminate at the end of the Regional Ranking Event.
    2. Termination for Breach.  If either party materially breaches any of its obligations under this Agreement, the non-breaching party, at its option, will have the right to terminate this Agreement by written notice to the breaching party unless, within thirty (30) calendar days after receipt of written notice of such breach by the breaching party, the breaching party cures such breach.
    3. Effect of Termination.  Upon termination or expiration of this Agreement, all licenses granted by Capcom will immediately terminate, except as otherwise provided herein. Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party from any liability for breach of such party’s obligations under this Agreement.  Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Either party’s termination of this Agreement will be without prejudice to any other right or remedy that it may have at law or in equity, and will not relieve either party of breaches occurring prior to the effective date of such termination.
  8. Ownership.
    1. Capcom Intellectual Property.  Except for the limited license rights set forth herein, You acknowledge that the Capcom Game, Capcom Content, Exhibition Match Footage and the Capcom Intellectual Property, including the Capcom Art Assets are and shall remain the sole and exclusive property of Capcom and/or its licensors.  You acknowledges that Your use of the Capcom Game, Capcom Content, Exhibition Match Footage and the Capcom Intellectual Property, including the Capcom Art Assets, as provided herein shall not confer or imply a grant of any rights, title or interest in or to such property, or to any registration, application or goodwill associated therewith, except as expressly provided in this Agreement.  You agrees that it will not at any time during or after this Agreement, directly or indirectly, assert or claim any interest in or do anything that may adversely affect the validity or enforceability of Capcom’s rights in the Capcom Game, Capcom Content, Exhibition Match Footage and/or the Capcom Intellectual Property (including, without limitation, taking any act, or assisting in any act which may infringe or lead to the infringement of any intellectual property right in the Capcom Game).  To the extent any derivative work of the Capcom Intellectual Property created by You hereunder (collectively referred to as “Derivative Capcom IP”) falls within one or more of the categories enumerated in part (2) of the definition of a “work made for hire” in the Copyright Act (17 U.S.C. 101 et seq.) as in effect at the time such Derivative Capcom IP is created, Capcom and You hereby expressly agree that such work shall be deemed to be a work made for hire and Capcom shall be the author of such work.  Except to the extent any work subject to copyright protection already belongs to Capcom by virtue of the preceding sentence, You hereby irrevocably assigns, conveys and otherwise transfers, and will irrevocably assign, convey, and otherwise transfer to Capcom, and its respective successors and assigns, without any further consideration and regardless of any use by Capcom of the Derivative Capcom IP, all rights, title and interests worldwide in and to the Capcom Content, Exhibition Match Footage, Capcom Intellectual Property, any Derivative Capcom IP and all intellectual rights therein, including without limitation, all copyrights, trademarks, design patents, trade secret rights, moral rights and all contract and licensing rights, whether now known or hereafter to become known.
  9. Representations and Warranties.

    1. By Capcom.  Capcom hereby represents and warrants that: (i) it has the full right and power to enter into this Agreement; (ii) it is the legal owner of the Capcom Game, Capcom Art Assets, and the Capcom Intellectual Property and/or has the right to grant the licenses contained herein; and (iii) there is no actual or threatened suit by any third party based on an alleged violation of such right by Capcom.
    2. By You.  You hereby represents and warrants that: (i) You have the full right and power to enter into this Agreement; (ii) You have obtained the necessary rights from the respective owners of any and all products and intellectual property which are incorporated and included in the Regional Ranking Event, Capcom Content and Exhibition Match Footage (excluding Capcom Game, Capcom Intellectual Property or Capcom Art Assets); (iii) there is no actual or threatened suit by any third party based on an alleged violation of such right by You; and (iv) You will comply with all applicable statutes, regulations and rules related to activities and performance hereunder.
    3. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE CAPCOM GAME, CAPCOM CONTENT, EXHIBITION MATCH FOOTAGE, CAPCOM INTELLECTUAL PROPERTY AND CAPCOM ART ASSETS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND.  EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, EACH PARTY HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
  10. Insurance.  You shall, at Your own cost and expense, obtain and maintain in full force and effect Commercial General Liability insurance coverage (including without limitation product liability, contractual liability, death and bodily injury liability, personal injury liability, advertising liability and property damage liability) which shall provide coverage for all claims, demands and causes of action arising out of the producing and operating the Regional Ranking Event.  Upon request, You will furnish certificates of insurance to Capcom evidencing Your compliance with this insurance section, naming Capcom as an additional insured on such policy. The policy will have a waiver of subrogation endorsed in favor of Capcom.  All coverage will be written on an occurrence, which may be written on a claims-made basis.  Insurance companies providing the required insurance must be rated at least “AVII” or better by A.M. Best Rating Guide. The Commercial General Liability insurance shall be written for limits and coverage of not less than $2,000,000 (two million U.S. dollars) each occurrence and $4,000,000 (four million U.S. dollars) in the aggregate.
  11. Indemnifications

    1. By Capcom.  Capcom agrees to defend, indemnify and hold harmless You and Your employees, directors, officers, agents, successors and assigns from and against all third party claims, demands, causes of action, damages, losses, liabilities, suits and expenses (including reasonable outside attorneys’ fees and court costs) arising out of or in connection with (i) any breach or alleged breach of any of Capcom’s obligations, representations and warranties contained in this Agreement, and (ii) any claim of trademark or copyright infringement arising out of Your use of the Capcom Game as authorized herein.  Notwithstanding the foregoing, Capcom shall not be responsible for indemnification of any liabilities arising out of Your breach of Your obligations hereunder, or Your use of the Capcom Game or the Capcom Intellectual Property other than as permitted in this Agreement. 
    2. By You.  You agrees to defend, indemnify and hold harmless Capcom and its parent, subsidiaries and affiliates and each of their employees, directors, officers, agents, successors and assigns from and against all claims, demands, causes of action, damages, losses, liabilities, suits and expenses (including reasonable outside attorneys’ fees and court costs) arising out of or in connection with (i) any breach or alleged breach of any of Your obligations, representations and warranties contained in this Agreement, (ii) the Regional Ranking Event, or (iii) public display, public performance, distribution, broadcast, transmission, and streaming of the Capcom Content and/or Exhibition Match Footage (except for claims, demands, causes of action, damages, losses, liabilities, suits and expenses resulting from the Capcom Game or Capcom Intellectual Property).
    3. Indemnification Procedure.  The indemnity obligations set forth above shall only apply if the party seeking indemnification: (a) gives prompt written notice of any such claim, demand, cause of action, damage, loss, liability, suit or expense (except that failure to promptly notify the indemnifying party shall not relieve it from any obligation hereunder unless (and solely to the extent) the indemnifying party is materially prejudiced thereby); (b) allows the indemnifying party to direct the defense and settlement of the claim, provided that (i) the indemnifying party shall not settle the claim without written consent of the indemnified party, which shall not be unreasonably withheld or delayed and (ii) the indemnified party may participate in any such proceeding at its own expense with counsel of its choice; and (c) provides the indemnifying party, at its expense, with the authority, information, and assistance that the indemnifying party deems reasonably necessary for the defense and/or settlement of the claim. 
  12. Limitation of Liability.  EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF EITHER PARTY AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, OR THE BREACH OF ANY OF ITS PROVISIONS, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), IRRESPECTIVE OF WHETHER THE PARTIES HAVE ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH IN THIS AGREEMENT.
  13. General.

    1. Relationship of Parties. Both parties are, and will remain at all times, independent contractors, and nothing in this Agreement will be construed to create an agency, employment, fiduciary, representative or any other relationship between the parties.  The parties understand and agree that neither party has authority to bind the other party in any manner, or enter into any agreement or incur any liability on behalf of the other party. 
    2. Assignment.  Neither party may assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party.  Any purported assignment, transfer or delegation by either party is null and void.  Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
    3. Governing Law, Jurisdiction, and Venue. This Agreement and any claim, controversy or dispute arising under or related to this Agreement will be governed by and construed in accordance with the substantive laws of the United States and the State of California, as such laws are applied to contracts made and performed entirely within California between California residents.  Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute arising out of this Agreement shall be brought in San Francisco County, California (if under state law) or the Northern District of California (if under federal law).  Each of the parties hereby submits itself to the exclusive jurisdiction and venue of such courts for purposes of any such action and agrees that service of process with respect to any such action or proceeding shall be sufficient if provided in accordance with the provisions of this Section 13.c.    
    4. Injunctive Relief.  The parties agree that in the event of a breach of Section 2, monetary damages might not be an adequate remedy at law.  In the event of such breach by either party, the non-breaching party shall, in addition to all other remedies available to it, be entitled to immediate injunctive relief without posting of a bond.
    5. No Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
    6. Severability. Any determination that any provision of this Agreement or any application thereof is invalid, illegal or unenforceable in any respect in any instance will not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement.
    7. Entire Agreement; Amendment. This Agreement contains the complete understanding between the parties with respect to their respective subject matter hereof and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No changes, amendments, or alterations to this Agreement will be effective unless signed by duly authorized representatives of both parties, except as expressly provided herein.

Check here if you accept these terms.