Assembly API License Agreement
Assembly API License Agreement
This Assembly API License Agreement (this “Agreement”) is made and entered into by and between Assembly Software, LLC, a Delaware limited liability company (“Assembly”), and Licensee (defined below). BY ACCESSING OR USING THE ASSEMBLY API (DEFINED BELOW), LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSEE MAY NOT ACCESS OR USE THE ASSEMBLY API. ASSEMBLY MAY UPDATE THE TERMS AND CONDITIONS OF THIS AGREEMENT AT ANY TIME BY PROVIDING 30 DAYS WRITTEN NOTICE OF SUCH UPDATE. BY CONTINUING TO ACCESS OR USE THE ASSEMBLY API AFTER THE IMPLEMENTATION OF SUCH UPDATE, LICENSEE AGREES TO BE BOUND BY SUCH UPDATE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE ASSEMBLY API. THIS AGREEMENT IMPOSES BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS. IT REQUIRES BINDING ARBITRATION TO RESOLVE ANY CLAIM (DEFINED BELOW), AND LICENSEE AGREES THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 13 (DISPUTE RESOLUTION) CAREFULLY TO UNDERSTAND THE PARTIES’ RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM. In consideration of the foregoing, the premises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assembly and Licensee hereby enter into this Agreement as follows:
1. Definitions Any capitalized term used but not otherwise defined in this Agreement has the meaning ascribed to it as set forth below. “Assembly API” means a collection of routines, classes, function parameters, protocols, webhooks, libraries and related instructions, specifications and other documentation made available by Assembly pursuant to this Agreement to facilitate interoperability or interconnectivity between a third-party platform or service and the Assembly Platform. “Assembly Materials” means, collectively, the Assembly API and Assembly Platform, including all improvements, enhancements and modifications thereto. “Assembly Platform” means Assembly’s proprietary, cloud-based case management platform for customizing, automating and streamlining legal case workflows. “Claim” means any dispute or claim arising from or relating to this Agreement, including the validity, applicability or interpretation of this Agreement. “Confidential Information” means any information disclosed by or on behalf of Assembly to Licensee in connection with this Agreement that Assembly identifies as confidential or proprietary or, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary. Confidential Information includes the Assembly Materials and any non-public information relating to Assembly’s: Intellectual Property; technology; know-how; prototypes; current and future products and services; processes; customers; vendors; suppliers; employees; contractors; business plans and methods; research and development; promotional and marketing activities; finances; pricing; contracts and business arrangements; and other business affairs. “Credentials” means any token, user account, password and other authentication credential associated with access to or use of Assembly Materials by Licensee. “Customer” means a company or other legal entity that has an active agreement with Assembly to access and use the Assembly Platform. “Customer Data” means any data submitted, uploaded, emailed, transmitted or otherwise made available to or through the Assembly Platform by or on behalf of a Customer. “Emergency Security Issue” means any access to or use of Assembly Materials by: (a) Licensee that disrupts or is reasonably likely to disrupt the availability of Assembly Materials to other users; or (b) any unauthorized third party through access to or use of any Licensee Facility. “Intellectual Property” means all rights associated with patents and inventions; copyrights, mask works and other works of authorship (including moral rights); sui generis database rights; trademarks, service marks, trade dress, trade names, logos and other source identifiers; trade secrets; software, databases and data; and all other intellectual property and industrial designs. Page 2 of 7 “Licensee” means the company or other legal entity entering into this Agreement with Assembly. “Licensee Facility” means any Credential or account, hardware, system or other facility within Licensee’s custody or control. “Licensee Platform” means the online platform or service owned or operated by Licensee for which Licensee establishes interoperability or interconnectivity with the Assembly Platform through use of the Assembly API. “Process” and “process” (each as used in relation to data) means to employ any operation on data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “Security Breach” means any: (a) unauthorized processing of Customer Data within Licensee’s custody or control; or (b) breach of the physical, technical, administrative or organizational safeguards implemented by Licensee to protect Customer Data against unauthorized processing. “Suggestion” means any suggestion, comment, idea, improvement or other feedback relating to any Assembly Materials that Licensee elects to provide or make available to Assembly. “Territory” means the United States of America and its territories.
2. Grant of Rights During the term of this Agreement and subject to Licensee’s compliance with the terms and conditions of this Agreement in all material respects, Assembly hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license within the Territory to access and use the Assembly API solely for the purpose of establishing interoperability or interconnectivity between the Licensee Platform and the Assembly Platform as necessary for the Licensee Platform to pull Customer Data from the Assembly Platform and read, add, remove or edit Customer Data within the Assembly Platform, in each case only in accordance with the instructions of the Customer to which the Customer Data relates.
3. Conditions and Restrictions (a) Restrictions. Except as expressly permitted under this Agreement, Licensee shall not itself, nor may it permit any other party to: (i) reproduce, distribute, modify, translate, adapt or create derivative works based upon any Assembly Materials; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive any source code or architectural framework of any Assembly Materials; (iii) access or use any Assembly Materials for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes functions and features substantially similar to any Assembly Materials; (iv) ping or otherwise transmit commands or queries through or to the Assembly Materials for any purpose other than as contemplated herein; (v) rent, lease, lend, sell or sublicense any Assembly Materials or otherwise provide access to or use of any Assembly Materials as part of a service bureau or similar fee-for-service purpose; (vi) submit, upload, email, transmit or otherwise make available through or to the Assembly Materials any material that violates another party’s Intellectual Property or other proprietary rights; or (vii) access or use any Assembly Materials in any way that does not comply with all applicable laws and regulations. (b) Usage Limits. Assembly may impose and enforce restrictions on the number, frequency and rate of calls placed or volume of data transmitted through or to the Assembly Materials. Licensee shall comply with and not attempt to circumvent any such restrictions. (c) Technical Requirements. Licensee shall be solely responsible for: (i) development and implementation of any interoperability or interconnectivity between the Licensee Platform and the Assembly Platform; and (ii) obtaining, configuring and maintaining any hardware, network connectivity and third-party software or services required for Licensee to access or use the Assembly Materials, including computers, mobile devices, operating systems, web browsers and storage devices. (d) Protection. Licensee shall be solely responsible for protecting the confidentiality of Credentials and all activities undertaken on or through Assembly Materials using Licensee Facilities. If Licensee becomes aware of any unauthorized access to or use of any Assembly Materials through use of Licensee Facilities, Licensee shall promptly give written notice to Assembly of such unauthorized access or use and make reasonable efforts to eliminate such unauthorized access or use. Licensee shall implement and adhere to appropriate administrative, technical and physical security policies and procedures and access control methodologies to safeguard access to and use of the Assembly Materials through Licensee Facilities. All such measures must comply with prevailing industry standards but must in no case consist of less than reasonable care. (e) Modifications. Assembly reserves the right to modify, deprecate or discontinue all or part of the Assembly Materials with or without notice. Assembly shall not be liable to for any such modification, deprecation or discontinuance.
4. Fees and Taxes (a) Fees. Licensee shall pay Assembly the applicable fees (if any) set forth in any accompanying order form or similar documentation signed by the parties with respect to Licensee’s access to and use of the Assembly API (each, and “Order”). Page 3 of 7 Licensee shall pay such fees (if any) pursuant to the payment terms set forth in the applicable Order. If the Order does not set forth payment terms, payment will be due within 30 days after the date Licensee receives the applicable invoice. Any payment not received by Assembly from Licensee when due will incur interest at the rate of 1.5% per month or the maximum amount permitted by law, whichever is lower. Unless otherwise specified, all fees set forth in an Order are denominated and due in United States dollars. (b) Taxes. Any and all amounts payable hereunder by Licensee are exclusive of any value-added, sales, use, excise or other similar taxes (collectively, “Taxes”). Licensee shall be solely responsible for paying all applicable Taxes, except for any Taxes based upon Assembly’s net income. If Assembly has the legal obligation to collect any Taxes, Licensee shall reimburse Assembly upon invoice by Assembly. If Licensee is required by applicable law to withhold any amount from its payments to Assembly under this Agreement and pay such amount to a tax authority, Licensee shall: (i) deduct such amount from its payments to Assembly under this Agreement and pay such amount to the applicable tax authority, taking reasonable and lawful measures to minimize the amount paid to the tax authority; and (ii) provide Assembly with an official receipt or other appropriate documentation of such payment to the tax authority.
5. Intellectual Property (a) Assembly Ownership. As between Assembly and Licensee, Assembly owns all rights, title and interest (including all Intellectual Property) in and to Assembly Materials. (b) Licensee Ownership. As between Licensee and Assembly, Licensee owns all rights, title and interest (including all Intellectual Property) in and to the Licensee Platform. (c) Suggestions. If Licensee provides any Suggestion to Assembly, Licensee hereby grants Assembly a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made such Suggestion for any lawful purpose, without credit or compensation to Licensee. (d) Intellectual Property Notices. Licensee shall not remove, obscure or modify in any way any copyright, trademark, patent or other proprietary notices or disclaimers that appear on or within Assembly Materials. (e) Reservation of Rights. Each of the parties reserves all rights not expressly granted under this Agreement.
6. Data Protection and Security (a) Notices and Consents. Licensee shall: (i) give all required notices to and obtain all necessary consents from each Customer for Licensee’s processing of Customer Data relating to such Customer before obtaining such Customer Data through Assembly Materials; and (ii) process such Customer Data only in compliance with the notice given to and consent obtained from each applicable Customer. Licensee shall cease processing any Customer Data immediately upon the applicable Customer’s revocation of the Customer’s consent for Licensee to process the Customer Data. (b) Protection and Security. Licensee shall implement and maintain appropriate administrative, technical and physical security policies and procedures and access control methodologies consistent with prevailing industry standards, but in no case less than reasonable care, to: (i) safeguard Customer Data within its custody or control against any Security Breach; and (ii) comply with all laws and regulations, including all privacy and data security laws and regulations, applicable to its processing of Customer Data. (c) Security Breach. If Licensee becomes aware of a Security Breach, it shall promptly (but in no case more than 48 hours after it becomes aware of such Security Breach) give Assembly notice of the Security Breach, provided that Licensee may delay providing such notice to the extent required by applicable law or the instructions of a governmental entity that has jurisdiction over Licensee.
7. Confidential Information (a) Maintenance and Use. Licensee shall maintain Confidential Information in strict confidence, using the same degree of care that it uses to protect the confidentiality of its own confidential information of like nature, but in no case less than reasonable care. Licensee shall not: (i) use or disclose Confidential Information other than as necessary to exercise its rights or fulfill its obligations under this Agreement; or (ii) modify, adapt, reverse engineer, decode, decompile or disassemble Confidential Information, or create any derivative work based upon Confidential Information, except as expressly permitted under this Agreement. (b) Access. Licensee shall restrict access to and use of Confidential Information to its directors, officers, employees, contractors and agents who: (i) have a legitimate need to know Confidential Information; (ii) are informed of the confidential nature of Confidential Information; and (iii) are bound by obligations with respect to Confidential Information that are consistent with, and at least as restrictive as, those imposed by this Agreement. Page 4 of 7 (c) Exclusions. The duties of confidentiality imposed by this Section 7 do not apply to any information to the extent that it: (i) is known or becomes known to the public in general, other than as a result of a breach of this Agreement or any other confidentiality agreement; (ii) was known by or in the lawful possession of Licensee prior to receipt from Assembly; (iii) is or has been independently developed or conceived by Licensee without use of or reference to Confidential Information; or (iv) is or has been provided or made known to Licensee by a third party without a breach of any obligation of confidentiality to Assembly. (d) Required Disclosures. Licensee may disclose Confidential Information as required to comply with the order of a governmental entity that has jurisdiction over Licensee or as otherwise required by law, provided that Licensee: (i) notifies Assembly of such required disclosure in advance (to the extent permitted by law) to provide Assembly with an opportunity to seek a protective order; and (ii) takes reasonable steps to minimize the extent of any such required disclosure.
8. Term, Suspension and Termination (a) Term. The term of this Agreement commences on the earlier of the date Licensee first: (i) agrees to be bound by the terms and conditions of this Agreement; or (ii) accesses or uses the Assembly API (the “Effective Date”). The term of this Agreement will continue from the Effective Date until terminated in accordance with Section 8(c). (b) Suspension. Assembly reserves the right to suspend Licensee’s access to or use of the Assembly API in the event of an Emergency Security Issue. Assembly shall use commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue. (c) Termination. Notwithstanding anything to the contrary, this Agreement may be terminated: (i) by Assembly, with or without notice to Licensee, upon License’s material breach of this Agreement; (ii) by either party if the other party becomes insolvent or bankrupt; becomes the subject of any proceeding under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business; or (iii) by either party for any reason or no reason at all upon 10 days written notice to the other party. (d) Events Upon Termination. Upon expiration or termination of this Agreement for any reason: (i) all rights granted by Assembly under this Agreement terminate immediately; (ii) Licensee shall immediately cease all access to and use of Assembly Materials; and (iii) Licensee shall immediately cease all use of Assembly’s Confidential Information and return to Assembly or destroy all copies of such Confidential Information that are within Licensee’s custody or control. (e) Survival. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement will survive such expiration or termination, including Sections: 3(a) (Restrictions); 4 (Fees and Taxes); 5 (Intellectual Property); 6 (Data Protection and Security); 7 (Confidential Information); 8(d) (Events Upon Termination); 8(e) (Survival); 9 (Representations and Warranties); 10 (Indemnification); 11 (Disclaimer of Warranties); 12 (Limitation of Liability); 13 (Dispute Resolution) and 14 (Miscellaneous).
9. Representations and Warranties Assembly and Licensee each represents and warrants to the other that: (a) it has the necessary power and authority to enter into this Agreement; (b) its execution and performance of this Agreement have been authorized by all necessary corporate or institutional action; (c) its entry into and performance of this Agreement will not conflict with any provision of law or its certificate of incorporation, bylaws or comparable organizational documents; (d) no action by any governmental entity is necessary to make this Agreement valid and binding upon it; and (e) it possesses all governmental licenses and approvals necessary to perform its obligations under this Agreement.
10. Indemnification Licensee agrees that Assembly shall have no liability and Licensee shall indemnify, defend and hold Assembly harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of third party attributable to: (i) any Security Breach or Licensee’s gross negligence, fraud, willful misconduct, violation of applicable law or breach of this Agreement; or (ii) the Licensee Platform, Licensee’s processing of Customer Data or Licensee’s use of Assembly Materials.
11. DISCLAIMER OF WARRANTIES EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL PRODUCTS AND SERVICES PROVIDED BY OR ON BEHALF OF ASSEMBLY UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXCEPT AS SET FORTH IN SECTION 9), EXPRESS OR IMPLIED, INCLUDING: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (b) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, OR THAT ACCESS TO OR USE OF SUCH PRODUCTS Page 5 of 7 AND SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET LICENSEE’S REQUIREMENTS. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE SHALL BE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL DATA AND RESULTS SUBMITTED TO OR OBTAINED FROM ASSEMBLY MATERIALS BEFORE TAKING OR OMITTING ANY ACTION BASED UPON SUCH DATA OR RESULTS.
12. LIMITATION OF LIABILITY (a) DISCLAIMER. IN NO EVENT WILL ASSEMBLY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF (OR INABILITY TO USE) THE PRODUCTS OR SERVICES PROVIDED BY OR ON BEHALF OF ASSEMBLY UNDER THIS AGREEMENT, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF ASSEMBLY MATERIALS, EVEN IF ASSEMBLY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. (b) DAMAGES. IN NO EVENT WILL ASSEMBLY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF $500 OR THE TOTAL FEES PAID OR PAYABLE BY LICENSEE TO ASSEMBLY UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE.
13. Dispute Resolution (a) Choice of Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Florida and the laws of the United States of America applicable therein, including the United States Federal Arbitration Act, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (as enacted by any state) are specifically excluded from application to this Agreement. (b) Mandatory Arbitration. All Claims will be resolved through binding arbitration rather than in court. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its then-applicable Commercial Arbitration Rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration will be conducted in the English language by a single independent and neutral arbitrator. Any hearing conducted in person as part of the arbitration will be conducted in Miami-Dade County, Florida. The decision of the arbitrator on all matters relating to the Claim will be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction. Notwithstanding anything to the contrary, each party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its Intellectual Property, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 13(b). (c) WAIVER OF CLASS ACTION. ALL CLAIMS (AS DEFINED IN SECTION 1) WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. (d) POTENTIAL COURT ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT SUCH CLAIM WILL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN MIAMI-DADE COUNTY, FLORIDA. EACH PARTY HEREBY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NONCONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM. (e) Changes. If Assembly implements any material change to this Section 13, such change will not apply to any Claim for which Licensee provided written notice to Assembly before the implementation of the change.
14. Miscellaneous (a) Independent Contractors. The relationship between Assembly and Licensee established by this Agreement is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party without the express prior written consent of such other party. (b) U.S. Government Matters. Notwithstanding anything to the contrary, Licensee shall not provide to any person or export or re-export or allow the export or re-export of any Assembly Materials in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the generality of the foregoing sentence, Licensee acknowledges and agrees that it shall not, and it shall not permit any other party to, use, export or re-export Assembly Materials in or to jurisdictions outside the Territory or in or to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), including in or to any national or resident of an Embargoed Country, or any entity on the United States Department of Treasury’s List of Specially-Designated Nationals or the United States Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Licensee represents and warrants that it is not located in, under the control Page 6 of 7 of, or a national or resident of an Embargoed Country or Designated National. Assembly Materials may use or include encryption technology that is subject to licensing requirements under the United States Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by Assembly are “commercial items” and, according to DFAR section 252.227 7014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the United States Government is governed solely by the terms of this Agreement and is prohibited except to the extent expressly permitted by the terms of this Agreement. (c) Notice. Except as expressly provided otherwise in this Agreement, notices given under this Agreement must be in writing. Assembly may deliver notices to Licensee to the address for Licensee’s registered agent listed in the then-current records of the jurisdiction in which Licensee was formed or via email to the email address provided by Licensee to Assembly in connection with obtaining access to or use of the Assembly API. Licensee shall deliver notices to Assembly via personal delivery, internationally-recognized courier service, or by first-class certified mail (return receipt requested) to: Assembly Software, LLC, 1550 Madruga Ave, Coral Gables, FL 33146, Attn: Legal Department. (d) Assignment. Licensee may not assign this Agreement, or assign or delegate any right or obligation hereunder, by operation of law or otherwise, without the prior written consent of Assembly. Assembly may assign this Agreement, or assign or delegate any right or obligation hereunder, by operation of law or otherwise, without Licensee’s consent. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. (e) Interpretation. For the purposes of this Agreement: (i) the words “such as,” “include,” “includes” and “including” will be deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. (f) Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter. (g) Amendment. This Agreement may not be amended by Licensee except in a writing executed by an authorized representative of Licensee and Assembly. (h) Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement. (i) No Waiver. The failure of either party to require strict performance by the other party of any provision of this Agreement will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. Any waiver of any provision of this Agreement or of any breach or default hereunder must be set forth in a written instrument signed by the party against which such waiver is to be enforced. (j) Force Majeure. Neither party will be liable for any failure to perform under this Agreement to the extent due to any cause beyond the reasonable control of the party invoking this provision, including any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental entity, epidemic, pandemic, public health crisis, destruction of production facilities or insurrection.