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SOVRANTI END USER LICENSE AGREEMENT (EULA)
Revision Date: November 1, 2020
IMPORTANT NOTICE:
YOU SHOULD CAREFULLY READ THIS SOVRANTI LLC END USER LICENSE AGREEMENT (THE “AGREEMENT”) BEFORE INSTALLING OR USING SOVRANTI’S ONLINE GAMING PLATFORM. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT INSTALL OR OTHERWISE ACCESS THE PLATFORM.
Thank you for your interest in Sovranti’s online gaming services platform provided via website Sovranti.com and/or Sovranti.com client software and/or Sovranti.com software applications; and interactive games, and the interactive games from other developers (“Licensors”) who make their games available through Sovranti’s Platform. (Sovranti’s games and the Licensors’ games are collectively referred to herein as the “Games”). We are a subscription service that provides our members with access to Games over the Internet to computers and other devices ("Sovranti ready devices"). This Agreement sets forth the terms and conditions under which you are licensed to install and use the Platform. As used herein, the term “Platform” refers collectively, and at times individually, to (1) the Sovranti software, (2) the Sovranti gaming services, (3) each of the Games, (4) authorized Mobile applications relating to the Games and the Sovranti service, and (5) all features and components of each of them, whether installed or used on a computer or mobile device. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO INSTALL, COPY, OR USE THE SOVRANTI PLATFORM AND YOU WILL NOT BE CHARGED AND YOUR ACCOUNT DEACTIVATED. Please note that this Agreement may include hyperlinks that may be accessed only through our website, so if you are reviewing this Agreement through certain Sovranti ready devices, you may need to visit www.sovranti.com/EULA to review these hyperlinked terms.
PLEASE NOTE THAT THE SECTION BELOW TITLED DISPUTE RESOLUTION CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Use of the Platform is licensed to you by Sovranti LLC, a Delaware corporation, 7946 Ithaca Lane North, Maple Grove, MN 55311. Sovranti is referred to herein as “Sovranti”, “we,” or “us”).
1. The Platform.
A. The Sovranti Account. To use the Platform, you must register, or have previously registered, a Sovranti account (an “Account”). Creation and use of Accounts are subject to the following terms and conditions:
i. You may establish an Account only if: (i) you are a “natural person” and an adult in your country of residence (Corporations, Limited Liability Companies, partnerships and other legal or business entities may not establish an Account); and (ii) you are not an individual specifically prohibited by Sovranti from using the Platform.
ii. When you create or update an Account, you must:
1. provide Sovranti with accurate and up to date information that is personal to you, such as your name, address, phone number, and email address. Additionally, you may also be required to provide Sovranti or its payment agent partner with payment information (such as credit card information). Sovranti’s retention and/or use of your personal information is subject to Sovranti’s Privacy Policy, located here. Sovranti shall also have the right to obtain non personal data from your connection to the Platform subject to Sovranti’s Privacy Policy; and
2. select a unique username and password (collectively referred to hereunder as “Login Information”). You may not use your real name as the account name or the password for the Account, and you cannot share the Account or the Login Information with anyone, unless the terms of this Agreement allow it.
iii. Please take a few moments to review Sovranti’s account security information;
1. Use a Strong Password
a. A strong password uses a mix of numbers, letters, and symbols at least eight in length.
b. You can use a phrase made up of multiple words—it's easier for you to remember, and harder for others to guess.
c. Most importantly, do not use this password for any other accounts.
d. Reset password
2. Secure Your Computer
a. Scan your computer for malware, keyloggers, and viruses.
b. Keep your operating system up to date. Your computer is less secure if you are missing critical security updates.
iv. You must maintain the confidentiality of the Login Information, as you are responsible for all uses of the Login Information and the Account, including purchases, whether or not authorized by you. If you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify Sovranti at support@sovranti.com.
v. Subject to the laws of your country of residence, you may authorize your minor children to utilize an Account established by you as their parent or legal guardian. In the event that you permit your minor child or legal ward (collectively, your “Child”) to use an Account on the Platform, you hereby agree to this Agreement on behalf of yourself and your Child, and you understand and agree that you will indemnify Sovranti and be responsible for all uses of the Account by your Child whether or not such uses were authorized by you.
vi. Your use of the Platform to interact with Sovranti and other players is governed by Sovranti’s Code of Conduct (the “Code of Conduct”). The Code of Conduct policy is not meant to be exhaustive. The Code of Conduct is incorporated into this Agreement by this reference, and is available on Sovranti’s website, located here.
vii. You agree to pay all fees and applicable taxes incurred by you or anyone using your Account. You acknowledge that payments will be processed automatically until you cancel the subscription or the Account. Sovranti may revise the pricing for the goods and services offered through the Platform at any time. YOU ACKNOWLEDGE THAT SOVRANTI IS NOT REQUIRED TO REFUND AMOUNTS YOU PAY TO SOVRANTI FOR ALLOWING ACCESS OR USE OF THE PLATFORM, OR FOR DIGITAL PURCHASES MADE THROUGH THE PLATFORM, FOR ANY REASON AND REGARDLESS OR WHETHER YOU ACTUALLY USE THE PLATFORM OR ONLY USED THE PLATFORM FOR PART OF A SUBSCRIPTION PERIOD. Following any cancellation, however, you will continue to have access to the Platform through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
viii. Sovranti shall have the right to monitor and/or record your communications when you use the Platform, and you acknowledge and agree that when you use the Platform, you have no expectation that your communications will be private. Sovranti shall have the right to disclose your communications for any reason, including: (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce the terms of this Agreement or any other Sovranti policy; (c) to protect Sovranti’s legal rights and remedies; (d) to protect the health or safety of anyone that Sovranti believes may be threatened; or (e) to report a crime or other offensive behavior.
B. Grant of License. If you accept and comply with the terms of this Agreement, Sovranti will grant, and you will receive, a limited, revocable, non-sub licensable, and non-exclusive license to use the Platform subject to the “License Limitations,” set forth in Section 1.C below, as follows:
i. You may install the Platform on one or more computers or mobile devices under your legitimate control.
ii. You may use the Platform for your personal and non-commercial entertainment purposes only, unless specifically allowed under the terms of this Agreement.
iii. You may not transfer your Account or your rights and obligations to use the Platform.
iv. Games which are produced by Sovranti’s Licensors and distributed through, and/or played upon, the Platform may require that you agree to the Licensor’s End User License Agreement prior to your being able to play the Game on the Platform, and the terms and conditions of Licensor’s End User License Agreement are hereby incorporated into this Agreement by this reference. In the event of a conflict between the terms between this Agreement and a Licensor’s End User License Agreement pertaining to the use of the Licensor’s Game, the Licensor’s End User License Agreement shall supersede and govern your use of the Licensor’s Game. However, in the event of a conflict between the terms of this Agreement and the Licensor’s End User License Agreement pertaining to any other aspect of the Platform, this Agreement shall supersede and govern your use of the Platform.
C. License Limitations. You are not purchasing software and the subscription only grants a license to access and use the Platform. Sovranti may suspend or revoke your license to use the Platform, or parts, components and/or single features thereof, if you violate, or assist others in violating, the license limitations set forth below. You agree that you will not, in whole or in part or under any circumstances, do the following:
i. Derivative Works: Copy or reproduce (except as provided in Section 1.B.), translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on or related to the Platform.
ii. Misbehavior: Create, use, offer, promote, advertise, make available and/or distribute the following or assist therein:
1. cheats; i.e. methods not expressly authorized by Sovranti, influencing and/or facilitating the gameplay, including exploits of any in-game bugs, and thereby granting you and/or any other user an advantage over other players not using such methods;
2. bots; i.e. any code and/or software, not expressly authorized by Sovranti, that allows the automated control of a Game, or any other feature of the Platform, e.g. the automated control of a character in a Game;
3. hacks; i.e. accessing or modifying the software of the Platform in any manner not expressly authorized by Sovranti; and/or
4. any code and/or software, not expressly authorized by Sovranti, that can be used in connection with the Platform and/or any component or feature thereof which changes and/or facilitates the gameplay or other functionality; or
5. violating the Code of Conduct.
iii. Prohibited Commercial Uses: Exploit, in its entirety or individual components, the Platform for any purpose not expressly authorized by Sovranti, including, without limitation (i) communicating or facilitating (by text, live audio communications, or otherwise) any commercial advertisement, solicitation or offer through or within the Platform; (ii) organizing, promoting, facilitating, or participating in any event involving wagering on the outcome, or any other aspect of, Sovranti’s Games, whether or not such conduct constitutes gambling under the laws of any applicable jurisdiction, without authorization, or (iii) attempting to hack the Platform.
iv. Data Mining: Use any unauthorized process or software that intercepts, collects, reads, or “mines” information generated or stored by the Platform; provided, however, that Sovranti may, at its sole and absolute discretion, allow the use of certain third-party user interfaces.
v. Duplicated Items: Create, utilize or transact in any in-game item created or copied by exploiting a design flaw, undocumented problem, or program bug in the Platform.
vi. Matchmaking: Host, provide or develop matchmaking services for the Game(s), or intercept, emulate or redirect the communication protocols used by Sovranti in any way, for any purpose, including without limitation unauthorized play over the internet, network play (except as expressly authorized by Sovranti), or as part of content aggregation networks.
vii. Unauthorized Connections: Facilitate, hack, create or maintain any unauthorized connection to the Platform including without limitation (i) any connection to any unauthorized server that emulates, or attempts to emulate, the Platform; and (ii) any connection using third-party programs or tools not expressly authorized by Sovranti.
vii. Transfers: Attempt to sell, assign, sublicense, rent, lease, grant a security interest in or otherwise transfer any copy of the Platform or component thereof, or your rights to the Platform to any other party in any way not expressly authorized herein.
ix. Disruption / Harassment: Engage in any conduct intended to disrupt or diminish the game experience for other players, or disrupt operation of Sovranti’s Platform in any way, including:
1. Disrupting or assisting in the disruption of any computer used to support the Platform or any Game environment. ANY ATTEMPT BY YOU TO DISRUPT THE PLATFORM OR UNDERMINE THE LEGITIMATE OPERATION OF ANY GAME MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.
2. Harassment, “griefing,” abusive behavior or chat, conduct intended to unreasonably undermine or disrupt the Game experiences of others, deliberate inactivity or disconnecting, and/or any other activity which violates Sovranti’s Code of Conduct.
x. Violation of Laws: Use the Platform to violate any applicable law or regulation.
D. Platform and Game-Specific Features.
i. Platform Features:
1. Advertising: The Platform may incorporate third-party technology that enables advertising on the Platform and/or in certain Games playable on the Platform, which may be downloaded temporarily to your personal computer and replaced during online game play. As part of this process, Sovranti and/or its authorized third-party advertisers may collect standard information that is sent when your personal computer connects to the Internet including your Internet protocol (IP) address.
2. User Created or Uploaded Content. The Platform may provide you an opportunity to upload and display content on the Platform, such as on the Sovranti forums, and/or as part of a Game, including the compilation, arrangement or display of such content (collectively, the “User Content”). You hereby grant Sovranti a perpetual, irrevocable, worldwide, fully paid up, non-exclusive, sub-licensable, right and license to exploit the User Content and all elements thereof, in any and all media, formats and forms, known now or hereafter devised. Sovranti shall have the unlimited right to copy, reproduce, fix, modify, adapt, translate, reformat, prepare derivatives, add to and delete from, rearrange and transpose, manufacture, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, provide access to, broadcast, and practice the User Content as well as all modified and derivative works thereof and any and all elements contained therein, and use or incorporate a portion or portions of the User Content or the elements thereof in conjunction with or into any other material. In the event you upload or otherwise transmit to Sovranti any concepts, ideas, or feedback relating to the Platform, you shall not be entitled to any compensation for any such submission, unless expressly agreed between you and Sovranti, and Sovranti may freely use any such submission in any manner it deems appropriate. Any such submission by you shall not create any contractual relationship between you and Sovranti. Except to the extent that any such waiver is prohibited by law, you hereby waive the benefit of any provision of law known as "moral rights" or "droit moral" or any similar law in any country of the world. You represent and warrant that the User Content does not infringe upon the copyright, trademark, patent, trade secret or other intellectual property rights of any third- party. You further represent and warrant that you will not use or contribute User Content that is unlawful, tortious, defamatory, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist or otherwise objectionable or inappropriate. Sovranti may remove any User Content and any related content or elements from the Platform at its sole discretion.
ii. Game Features.
1. Community Tournaments. In order to support local esports tournament activities, Sovranti may provide a license program for organizers of community tournaments under its Community Competition License.
2. Beta Testing Pre-Release Versions of Games. Certain pre-release versions of Games may be made available to you through the Platform for testing (“Beta Test”). Your participation in a Beta Test through the Platform will be governed by the following:
a. Eligibility. In order to participate in a Beta Test, you must meet the following requirements:
1. Sovranti must designate you to participate in a Beta Test (a “Beta Tester”);
2. The Account that you will use to participate in the Beta Test must be in good standing;
3. You agree to allow Sovranti to obtain hardware and software information from the computer system or mobile device that you will use to take part in the Beta Test (the “Beta Test System”) prior to registration for the Beta Test in order for Sovranti to determine if you are eligible to participate in the Beta Test; and
4. The Beta Test System must meet the specifications which Sovranti determines are required for the Beta Test.
b. Confidentiality. If Sovranti announces that a Beta Test is confidential, the Beta Test invitation you will receive will include a notice that states that the Beta Test is confidential. During a confidential Beta Test, the existence of the Beta Test and all elements thereof is to be kept confidential, and you agree to keep everything related to the Beta Test secret from everyone who is not participating in the Beta Test until Sovranti informs you that the Beta Test is no longer confidential. For purposes of example and not limitation, you agree that you will not disclose the following during a confidential Beta Test:
1. Information about the Beta Test, such as your role as a Beta Tester, the length of the Beta Test, the number of Beta Testers, how you became a Beta Tester, etc.
2. Information related to the Game that you are Beta Testing, such as the Game’s look and feel, playability, stability of the Game, etc.
c. Feedback. During and after the Beta Test, you may be provided with an opportunity to give Sovranti your comments, suggestions and impressions of the Game by using tools to supply feedback and bug reports, internal websites and forums, and other methods. The Game may also include a tool that will allow your computer system to forward system and driver information to Sovranti in the event of a crash. This tool will collect data from your computer system related to the crash, and allow you to forward a report to Sovranti via support@sovranti.com.
d. Acknowledgments. You acknowledge that:
1. The Game being Beta Tested is a work in progress and may contain bugs which may cause loss of data and/or damage to your computer system;
2. Sovranti is not liable in any way for the loss of data or damage to the Beta Test System, interruptions of service, software or hardware failures, or loss of data or disruption of service;
3. Sovranti may monitor and record any and all communications, electronic or otherwise, pertaining to the Beta including, without limitation, packets, in-game chat, forum postings, etc.;
4. Sovranti may delete or modify the information stored by the Platform or the Game being Beta Tested for any reason at any time during the duration of the Beta Test;
5. Sovranti may transfer software program files to the Beta Test System, including a program that will collect and send Sovranti CPU, RAM, operating system, video card, and sound card information from the Beta Test System; and
6. You may not sell, transfer or commercially exploit access to a Beta, including the distribution of Beta keys without Sovranti’s express authorization.
e. Termination. Sovranti can terminate a Beta Test at any time. You agree and acknowledge that Sovranti’s termination of the Beta Test shall not be grounds for any refunds of any kind.
f. Sections of the Agreement Applicable to Beta Tests. When participating in a Beta Test, the terms of this Section shall supersede and govern over any other Section of this Agreement which may be in conflict with the terms of this Section.
2. Sovranti’s Ownership
A. With the sole exception of the Licensors’ Games, Sovranti is the owner or licensee of all right, title, and interest in and to the Platform, including the Games that are produced and developed by Sovranti (“Sovranti Games”), Custom Games derived from a Sovranti Game, Accounts, and all of the features and components thereof. The Platform may contain materials licensed by third parties to Sovranti, and these third parties may enforce their ownership rights against you in the event that you violate this Agreement. The following components of the Platform (which do not include content or components of the Licensors’ Games), are owned or licensed by Sovranti:
i. All virtual content appearing within the Platform, including the Sovranti Games, such as:
1. Visual Components: Locations, artwork, structural or landscape designs, animations, and audio-visual effects;
2. Narrations: Themes, concepts, stories, and storylines;
3. Characters: The names, likenesses, inventories, and catch phrases of Game characters;
4. Items: Virtual goods, such as currency, wearable items, skins, pets, etc.;
ii. All data and communications generated by, or occurring through, the Platform;
iii. All sounds, musical compositions, recordings, and sound effects originating in the Platform;
iv. All recordings, Game replays, or reenactments of in-game matches, etc.;
v. Computer code, including but not limited to “Applets” and source code;
vi. Titles, methods of operation, software, related documentation, and all other original works of authorship contained in the Platform;
vii. All Accounts, including the name of the Account and any information associated with an Account. All use of an Account shall inure to Sovranti’s benefit. Sovranti does not recognize the transfer of Accounts. You may not purchase, sell, gift or trade any Account, or offer to purchase, sell, gift, or trade any Account, and any such attempt shall be null and void and may result in the forfeiture of the Account;
viii. All Moral Rights that relate to the Platform such as the right of attribution, and the right to the integrity of certain original works of authorship; and
ix. The right to create derivative works, and as part of this Agreement, you agree that you will not create any work based on the Platform or Games, except as expressly set forth in this Agreement or otherwise by Sovranti in certain contest rules, or addenda to this Agreement.
3. Pre-Loaded Software.
The Platform may contain additional software that requires you to agree to additional terms prior to your use thereof (“Additional Software”).
A. Installation: You agree that Sovranti may install Additional Software on your hard drive as part of the installation of the Platform, and from time to time during the term of this Agreement.
B. Use: Unless Sovranti grants you a valid license, you may not access, use, distribute, copy, display, reverse engineer, derive source code from, modify, disassemble, decompile or create derivative works based on the Additional Software. In the event that Sovranti grants to you a valid license and an alphanumeric key is required to use and activate the Additional Software, all use of the Additional Software shall be subject to the terms of this Agreement.
4. Consent to Monitor. WHILE RUNNING, THE PLATFORM (INCLUDING A GAME) SOVRANTI MAY MONITOR YOUR COMPUTER OR MOBILE DEVICE'S MEMORY FOR UNAUTHORIZED THIRD- PARTY PROGRAMS RUNNING EITHER CONCURRENTLY WITH A GAME OR OUT OF PROCESS. AN "UNAUTHORIZED THIRD-PARTY PROGRAM" AS USED HEREIN SHALL BE DEFINED AS ANY THIRD-PARTY SOFTWARE PROHIBITED BY SECTION 1.C. ABOVE. IN THE EVENT THAT THE PLATFORM DETECTS AN UNAUTHORIZED THIRD-PARTY PROGRAM, (a) THE PLATFORM MAY COMMUNICATE INFORMATION BACK TO SOVRANTI, INCLUDING WITHOUT LIMITATION YOUR ACCOUNT NAME, DETAILS ABOUT THE UNAUTHORIZED THIRD-PARTY PROGRAM DETECTED, AND THE TIME AND DATE; AND/OR (b) SOVRANTI MAY EXERCISE ANY OR ALL OF ITS RIGHTS UNDER THIS AGREEMENT, WITH OR WITHOUT PRIOR NOTICE TO THE USER. Additionally, certain Games may include a tool that will allow your computer system to forward information to Sovranti in the event that the Game crashes, including system and driver data, and by agreeing hereto you consent to Sovranti receiving and/or using this data.
5. Limited Warranty. THE PLATFORM, ACCOUNTS, AND THE GAME(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE,” BASIS FOR USE, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED OR ERROR-FREE USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. The entire risk arising out of use or performance of the Platform and the Game(s) remains with you, the user.
6. Limitations of Liability. Sovranti its officers and employees, Licensors and affiliates shall not be liable for any loss or damage, whether direct or consequential, arising out of your use of, or inability to access or use, the Platform or Account(s). Sovranti’s liability shall never exceed the total fees paid by you to Sovranti during the one (1) month prior to your making a claim against Sovranti. Because some jurisdictions do not allow the exclusion or limitation of consequential or incidental damages, Sovranti’s liability shall be limited to the fullest extent permitted by law.
7. Indemnity. You hereby agree to defend and indemnify Sovranti, its officers and employees, Licensors and affiliates against and from any third-party claims, liabilities, losses, injuries, damages, costs or expenses incurred by Sovranti arising out of or from your use of the Platform, Games or Account(s), or any specific services or features associated therewith, including but not limited to User Content, and this Agreement.
8. Equitable Remedies. You agree that Sovranti would be irreparably damaged if the terms of this Agreement were not specifically followed and enforced. In such an event, you agree that Sovranti shall be entitled, without bond or other security, or proof of damages, to appropriate equitable relief in the event you breach this Agreement; and that the awarding of equitable relief to Sovranti will not limit its ability to receive remedies that are otherwise available to Sovranti under applicable laws.
9. Alterations.
A. Alterations to the Agreement.
i. Sovranti’s Rights. Sovranti may create updated versions of this Agreement (each a “New Agreement”) as its business and the law evolve.
ii. New Agreements. This Agreement will terminate immediately upon the introduction of a New Agreement. New Agreements will not be applied retroactively. You will be given an opportunity to review the New Agreement before choosing to accept or reject its terms.
1. Acceptance. If you accept the New Agreement, and if the Account registered to you remains in good standing, you will be able to continue using the Platform and Account(s), subject to the terms of the New Agreement.
2. Rejection. If you decline to accept the New Agreement, or if you cannot comply with the terms of the New Agreement, you will no longer be permitted to use the Platform or Account(s).
B. Alterations to the Platform. Sovranti may change, modify, suspend, or discontinue any aspect of the Platform or Accounts at any time; including games, etc. Sovranti may also impose limits on certain features or restrict your access to parts or all of the Platform or Accounts without notice or liability.
10. Term and Termination.
A. Term. This Agreement is effective upon your creation of an Account, and shall remain in effect until it is terminated or superseded by a New Agreement, or, if neither of the foregoing events occur, as long as you continue using the Platform. In the event that Sovranti chooses to cease providing the Platform, or license to a third-party the right to provide the Platform, Sovranti shall provide you with no less than fifteen 15 days (prior notice. Neither the Platform nor Sovranti’s agreement to provide access to the Platform shall be considered a rental or lease of time on the capacity of Sovranti’s servers or other technology.
B. Termination
i. You are entitled to terminate this Agreement at any time by notifying Sovranti by email at support@sovranti.com.
ii. Sovranti reserves the right to terminate this Agreement at any time for any reason, or for no reason, with or without notice to you. For purposes of explanation and not limitation, most Account suspensions and terminations are the result of violations of this Agreement. In case of minor violations of these rules, Sovranti may provide you with a prior warning and/or suspend your use of the Account due to your non-compliance prior to terminating the Agreement or modifying or deleting an Account.
iii. In the event of a termination of this Agreement, any right you may have had to any subscription access or virtual goods, such as currency, wearable items, skins, pets, etc., are forfeit, and you agree and acknowledge that you are not entitled to any refund to any termination of this Agreement. In addition, you will not be able to use the Platform.
11. Dispute Resolution. Any and all disputes between you and Sovranti which arise out of this Agreement will be resolved in accordance with the Sovranti Dispute Resolution Policy, which is available for your review here.
12. Governing Law.
A. This Agreement shall be governed by, and will be construed under, the laws of the United States of America and the law of the State of Minnesota, without regard to choice of law principles.
B. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
C. If you are a Canadian resident other laws may apply if you choose not to agree to arbitrate as set forth above. Such laws shall affect this Agreement only to the extent required by such jurisdiction. If such laws apply, the terms and conditions of this Agreement shall be given their maximum effect.
D. Users who access the Platform from outside of the United States and Canada, are responsible for compliance with all applicable local laws.
13. General.
A. The Platform may not be used, re-exported, downloaded or otherwise exported into (or to a national or resident of) any country to which the U.S. has embargoed goods or on a prohibited list including OFAC, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
B. Sovranti may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign this Agreement without Sovranti’s prior written consent. Your assignment of this Agreement without Sovranti’s prior written consent shall be void.
C. Sovranti’s failure to enforce a provision of this Agreement shall not be construed as a (1) waiver of such provision, or (2) diminishment of any right to enforce such provisions. Further, Sovranti may choose to waive enforcement of a provision of this Agreement in a particular instance; however, you are still obligated to comply with that waived provision in the future.
D. Notices.
i. If to Sovranti:
1. All notices given by you under this Agreement shall be in writing and addressed to: Sovranti LLC, 7946 Ithaca Lane North, Maple Grove, MN 55311, Attn: Support.
ii. If to You. All notices given by Sovranti under this Agreement shall be given to you either through written notice, email, or website blog post.
E. Sovranti shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Sovranti, such as natural disasters, unforeseen intrusions into our cyberspace, war, terrorism, riots, embargoes, acts of civil or military authorities, acts of God, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
F. If any part of this Agreement is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of this Agreement shall be given full force and effect.
G. This Agreement, along with Sovranti’s other applicable agreements located on Sovranti’s website Sovranti.com, constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements.
H. The provisions of Sections 2, 5, 6, 7, 8, 11, 12, and 13 shall survive termination of this Agreement for any reason.
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