Good Dynamics Enterprise Deployment License

These license terms are an agreement between Visto Corporation, dba Good Technology ("Good"), and you ("Agreement"). Please read them. They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any Good Dynamics Software updates, supplements, Internet-based services, and support services, unless other terms accompany those items.

BY USING THE GOOD DYNAMICS SOFTWARE OR SERVICE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT COPY, INSTALL, OR USE ANY PORTION OF THE SOFTWARE OR ACCESS THE SERVICE.

By installing or using the Good Dynamics Software or Service, you (i) represent and warrant that you have the authority to bind the legal entity or organization under whose credentials you downloaded the Good Dynamics Software ("You" or "Enterprise"), and (ii) accept and agree on behalf of Enterprise to be bound by all of the terms and conditions contained herein. This Agreement includes the terms set forth below any Order Form entered into by the parties, which are hereby incorporated expressly by reference.

1. Definitions:
1. "Application" means a software application program that has been developed by a developer under the terms of the Good Dynamics Software Development Kit (SDK) Developer Terms and Conditions that use and/or incorporate any of the Good Dynamics Software, including bug fixes, updates, upgrades, of such software application programs.
2. "Affiliate" means any entity that directly, or indirectly through intermediaries, is controlled by or is under common control with a party to this Agreement.
3. "CAL" or "Client Access License" means the right to use or access one instance of the Good Dynamics Client Libraries operating on a single device.
4. "Fees" means all fees set forth in the applicable Order(s).
5. "Good Dynamics Client Libraries" means a single instance of the Good client runtime libraries portion of the Good Dynamics Software operating on a single device in connection with Developer's Application.
6. "Good Dynamics Enterprise Server" means an instance of the Good enterprise server portion of the Good Dynamics Software, comprising the Good Control ("GC") and Good Proxy ("GP") software modules, configured to operate with the Developer's Application and the Good NOC.
7. "Good Dynamics Service" (or "Service") refers to the combination of Good Dynamics Software and services provided by the Good NOC that (i) allows an Application incorporating the Good Dynamics Client Libraries to securely connect and communicate with the Good Dynamics Enterprise Server and (ii) provides application management functions for such Application.
8. "Good Dynamics Software" means the applicable Good Dynamics Client Libraries and the Good Dynamics Enterprise Server, and all libraries, application programming interfaces (APIs), Sample Code and accompanying documentation made available by Good to You under this Agreement, excluding any Open Source Software. The term "Software" shall include, after the date of delivery by Good, any upgrades, updates, bug fixes or modified versions, related documentation and backup copies of the Good Dynamics Software licensed or provided to Youby Good directly or indirectly.
9. "Good Marks" means any trademark, servicemark, tradename, and/or logo of Good provided to you by Good, whether included within Good Dynamics Software or not, for the purposes set forth in this Agreement.
10. "Intellectual Property Rights" means any and all rights existing from time to time under patent, copyright, trademark, trade secret, unfair competition, moral rights, publicity rights, or privacy rights laws, and any and all other proprietary rights.
11. "Marks" means any trademark, servicemark, tradename, and/or logo of a party provided to the other party by such party for the purposes set forth in this Agreement.
12. "Open Source Software" means any software or software component, module or package that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the BSD License; and (f) the Apache License.
13. "Order" means (i) an order form for an Enterprise Deployment License setting forth the number of CALs, the term of the CALs, the stated support, the price to be paid, signed by You, as and when accepted by Good; or (ii) any purchase order or other non-Good ordering document issued by You combined with an applicable order form issued by Good, as and when accepted by Good.
2. License.
1. Limited License Grant. Subject to Your continuing compliance with the terms of this Agreement and the payment of all applicable Fees, Good grants You the following limited license ("License"):

   Enterprise Deployment License: a limited non-exclusive, non-transferable right to copy and concurrently use (i) one or more copies of the Good Dynamics Enterprise Server; and (ii) a maximum of the total number of CALs set forth in your Order of object code copies of the Good Dynamics Client Libraries; solely during the applicable term for the CALs set forth in your Order; solely for the purpose of deploying Applications for use within Developer's organization in connection with the Good Dynamics Service and not for distribution to any third party, commercial or otherwise.

2. Restrictions. The Enterprise Deployment License is not transferable. You agree: (i) to use the Good Dynamics Client Libraries only in accordance with a valid Enterprise Deployment License, and only in object code form in conjunction with and as a part of an Application that adds significant and primary functionality to the Good Dynamics Client Libraries; (ii) to present a legally-binding end user license agreement (which may be electronically accepted (e.g., "click-wrap" or signed), with terms no less protective of Good's rights than those contained in this Agreement) upon installation of each Application and (iii) not to use Good's name, logo, or trademarks, except as expressly permitted herein.
3. Security Obligations. Customer and each User, as applicable, shall be responsible for maintaining the security of the servers and devices where the Good Dynamics Software is installed as well as the account information, passwords (including but not limited to requiring the use of cryptographically strong and regularly modified administrative and user passwords) and files, and for all uses of the same with or without such Party's knowledge or consent.
4. Technical & Application Requirements. You acknowledge that Good reserves the right to accept, limit, or reject Your access to the Good Dynamics Service. Without limitation:
1. The Good Dynamics Service is intended for Applications sending and receiving asynchronous text-based data, and not voice, video or other bandwidth-intensive or latency-sensitive applications. You agree not to exploit or authorize or allow your Applications to exploit the Service provided hereunder in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. Good reserves the right to (i) limit or terminate Service to Applications which in Good's reasonable judgment exceed Good's acceptable NOC bandwidth usage; or (ii) charge for Service for Applications which exceed Good's acceptable NOC bandwidth usage.
2. Applications must not contain any malware, malicious or harmful code, program, or other internal component (e.g., computer viruses, trojan horses, "backdoors") which could damage, destroy, or adversely affect the Good Dynamics Software, Service, or other software, firmware, hardware, data, systems, services, or networks.
3. Without limitation, Good reserves the right to reject any Order or rescind any license related to an Application which has as its primary functionality the mobile delivery of email/calendar/contacts or other functionality offered by products of Good Technology.
4. Customer agrees and understands that the Good Dynamics Software is not designed for and is not authorized for use in any situation where failsafe performance is required (e.g. medical uses, mechanical control of machinery, aeronautics, etc.) Without limitation, Customer explicitly agrees that the Good Dynamics Software and Services may not be relied upon for (i) the transmission of data relating to emergency, mission critical, life-threatening situations; or (ii) any use where failure could lead to death, personal injury, or environmental damage.
3. Fees:

   **NOTE THIS "FEES" SECTION IS ONLY APPLICABLE TO CUSTOMER'S PURCHASE(S) OF CALs DIRECTLY FROM GOOD AND NOT THROUGH A RESELLER**

   1. Submission of Orders. By submitting an Order, You agree to pay all applicable Fees. All Orders are subject to acceptance by Good. All amounts due to Good are exclusive of taxes, withholding, duties, levies, tariffs, and other governmental charges, including without limitation VAT, (collectively, "Taxes"), and You are responsible for payment of all Taxes accruing with respect to the transactions contemplated under this Agreement (except for any Taxes applicable to Good's net income).
   2. Payment. With respect to any Orders placed directly with Good, Good will invoice You for the agreed upon Fees, if any, as set forth in such Order upon Good's acceptance of the Order. Each invoice is due and payable within thirty (30) days from the invoice date. If Good has not received payment within sixty (60) days after the due date, interest will accrue on past due amounts at the greater of one percent (1%) per month or the legal maximum. You acknowledge that, in addition to any other rights it may have, Good may suspend or terminate the Service of any Customer in the event any payment due by such Customer to Good is not paid when due (or other breach of Customer's applicable agreement(s) with Good) with or without notice to You.
   3. Additional License Fees. You acknowledge that Your right to use the Good Dynamics Service is limited to concurrent use of the Service by no more than the maximum number of licensed CALs and for the applicable term(s) as set forth in Your Orders. In the event Your usage of the Good Dynamics Service in any month during the Term exceeds the maximum of the total number of valid CALs with current term(s) as set forth in your Order(s), Good reserves the right to a) hold You responsible for payment for any additional Fees associated with any such excess usage and b) limit or terminate your access to the Service.
4. Support and Maintenance. Support and Maintenance. Good will provide you with the support and maintenance services and relevant service level (e.g., standard, preferred, etc.), if any, as specified in your Order(s) and described at https://begood.good.com/legal.
5. Representations and Warranties:
1. Mutual. Each party represents and warrants to the other party that the execution, delivery, and performance of this Agreement (i) is within its corporate powers, (ii) has been duly authorized by all necessary corporate action on such party's part, and (iii) does not and will not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment decree or order, or any contract, agreement, or other undertaking, applicable to such party.
2. Limited Product Warranty. Good warrants that for ninety (90) days after an Order is accepted by Good (the "Warranty Period"), the Good Dynamics Software made available to you by Good in connection with the Order will substantially conform to the specifications as published by Good Dynamics from time to time. Your sole and exclusive remedy under this limited warranty will be, at Good's sole option, the repair or replacement of the applicable portion of the Good Dynamics Software or, if repair or replacement is not feasible, refund of the Fees paid with respect to any non-conforming portion of the Good Dynamics Software (in which case the License applicable to any non-conforming Good Dynamics Software will automatically terminate). While the Good Dynamics Software requires that You procure one or more third party mobile devices and applicable bandwidth access in order to function, the limited Warranty set forth in this Section(E)(2) is limited solely to the Good Dynamics Software provided to You by Good Technology and does not extend to the performance or functionality of any mobile device(s) or bandwidth access.
3. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN SECTION(E)(2), GOOD EXPRESSLY DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY ASPECT OF THE GOOD DYNAMICS SOFTWARE OR SERVICE OR ANY OTHER ASPECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GOOD DOES NOT WARRANT THAT THE GOOD DYNAMICS SOFTWARE WILL MEET ALL OF YOUR REQUIREMENTS OR THAT THE ACCESSIBILITY OR OPERATION OF THE GOOD SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. IN NO EVENT WILL GOOD BE LIABLE TO YOU OR TO ANY OTHER INDIVIDUAL OR ENTITY AFILIATED WITH YOU FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE GOOD SOFTWARE.
6. Limitation of Liability:

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY: (A) GOOD, ITS RESELLERS AND ITS SUPPLIERS EXCLUDE AND DISCLAIM ANY LIABILITY FOR (i) ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, AND (ii) LOSS OF PROFIT (WHETHER DIRECT OR INDIRECT), INCOME, DATA, REVENUE, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE SOFTWARE OR SERVICES, OR OTHER ECONOMIC LOSS; (B) UNDER NO CIRCUMSTANCES WILL GOOD, ITS RESELLERS AND/OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR AN AMOUNT GREATER THAN TOTAL FEES PAID BY YOU HEREUNDER OR BY CUSTOMERS USING YOUR APPLICATION TO GOOD DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE; (C) GOOD, ITS RESELLERS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY DURING ANY DEVELOPMENT USAGE, TRIAL, EVALUATION, DEMONSTRATION, BETA OR TESTING PERIOD, OR WITH RESPECT TO SERVERS, DATA ACCESS, OR THIRD PARTY HARDWARE, SOFTWARE OR SERVICES NOT PROVIDED BY GOOD; (D) GOOD, ITS RESELLERS AND SUPPLIERS DISCLAIM ANY AND ALL LIABILITY FOR LIABILITY OF ANY KIND RESULTING FROM MISUSE OF THE GOOD DYNAMICS SOFTWARE OR FROM ANY FAILURE BY YOU OR OTHER THIRD PARTIES TO KEEP SECURE OR LIMIT ACCESS TO SERVERS AND DEVICES; AND (E) NO RESELLER CAN ENLARGE GOOD'S OBLIGATIONS UNDER THIS AGREEMENT NOR RESTRICT THESE LIMITATIONS OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

7. Indemnification:
1. Indemnification by Good.
1. Good shall defend You against any claim brought by a third party against You alleging that the Good Dynamics Software provided by Good to You under this Agreement infringes a valid patent, trade secret, copyright or other intellectual property right ("Good Infringement Claim"). In addition to Good's obligation to defend, and subject to the same conditions, Good shall pay all damages finally awarded against You by a court of competent jurisdiction to the extent based upon a Good Infringement Claim. If the Good Dynamics Software is or Good determines in its sole discretion that it may be subject to a Good Infringement Claim, Good reserves its right to immediately terminate this Agreement.
2. Exclusions and Disclaimer. Notwithstanding any other terms of this Agreement, Good shall have no liability to You for any alleged or actual infringement arising out of or related to: (a) use of Good Dynamics Software in connection or in combination with any equipment, devices or software not provided by Good ; (b) use of the Good Dynamics Software in a manner for which it was not designed; (c) any modification of the Good Dynamics Software by anyone other than Good; (d) compliance by Good with Your designs, specifications, guidelines or instructions; (e) continued allegedly infringing activity by You after being notified thereof or being informed of modifications that would have avoided the alleged infringement; or (f) Your use of the Good Dynamics Software after Good's notice to You that You must cease use of such software to avoid further infringement. In addition, Good shall not be responsible for any compromise or settlement of any Infringement Claim made by You without Good's prior written consent.
2. Indemnification by You.
1. You will, at your sole expense, defend, indemnify, save and hold harmless Good and Good's officers, directors, agents and employees from any and all claims made or brought against, or losses by a third party arising out or relating to (i) your breach of your representations, warranties, or covenants set forth in this Agreement; (ii) the infringement, violation, or misappropriation of a valid patent, trade secret, copyright or other intellectual property right by any information, data, or material entered by you into the Good Dynamics Software or by your use of the Good Dynamics Software in violation of this Agreement; (iii) any products and services that you market, promote, sell, or distribute to third-parties (each an "Enterprise Infringement Claim"). In addition to Your obligation to defend, and subject to the same conditions, You shall pay all damages finally awarded against Good by a court of competent jurisdiction to the extent based upon an Enterprise Infringement Claim.
3. Requirements. As an express condition to receiving indemnification under this Agreement, any party seeking indemnification will (i) promptly notify the indemnifying party in writing upon learning any facts that may give rise to a claim for indemnification under this Agreement (provided that any delay in notification will not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually prejudiced by such delay); (ii) provide the indemnifying party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (at the indemnifying party's expense, to the extent of any out-of-pocket expenses); and (iii) give the indemnifying party full control and sole authority over the defense and settlement of such claim, subject to the indemnified party's approval of any such settlement, which approval will not be unreasonably withheld or delayed.
4. THIS SECTION G PROVIDES YOUR SOLE AND EXCLUSIVE REMEDIES AND GOOD'S ENTIRE LIABILITY IN THE EVENT OF A GOOD INFRINGEMENT CLAIM.
8. Term & Termination:
1. Term. This Agreement will remain in effect (the "Term") until terminated in accordance with this Agreement.
2. Termination. Either party may terminate this Agreement if the other party materially breaches this Agreement (including, without limitation, your failure to pay any Fees required herein) and such breach is not cured within thirty (30) days after written notice thereof by the non-breaching party.
3. Effects of Termination. Upon the expiration or termination of this Agreement for any reason (i) all rights and licenses granted to you hereunder will immediately terminate, including all licenses; (ii) you will make no further use of the Good Dynamics Software or the Good Dynamics Service; (iii) within ten (10) days, you will, at Good's option, either destroy or permanently erase all copies of the Good Dynamics Software and the documentation under your control, or return such copies to Good; and (iv) within ten (10) days, each party will, at the other party's option, either destroy or permanently erase all copies of the other party's confidential information under its control. Upon any expiration or termination of this Agreement, you will still be obligated to pay all Fees that have accrued prior to the effective date of such expiration or termination on the payment terms set forth in this Agreement. 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. Sections A, D, F, G(2), H, and I, , will survive the expiration or termination of this Agreement.
9. General:

   Export, Restricted Rights. The Good Dynamics Software may be subject to U.S. and foreign export and import control laws, including without limitation the U.S. Export Administration Act. You agree to comply with all such regulations and acknowledge that You are responsible for obtaining any necessary licenses to import and re-export Good Dynamics Software outside the USA. You will not download, distribute, or otherwise export or re-export Software (i) into, or to a national or resident of, Cuba, Iran, North Korea, Sudan, Syria or any country to which the U.S. at any time has embargoed goods or trade restrictions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons, Denied Entities, and Unverified List.

   Government End Users. The Good Dynamics Software is a "Commercial Item", as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

   Privacy Policy. You consent to Good's (including Good's Affiliates, service providers and Resellers within and outside the United States) collection, processing, transmission and disclosure of any personally identifiable information or other data submitted by You or Your Customers or End Users to Good, in accordance with the terms specified in Good's Privacy Policy, ("Privacy Policy"), as Good may modify from time to time. You may obtain a copy of the current version of the Privacy Policy at www.good.com/Privacy. You, your Customers, and your End Users consent to any amendments to the Privacy Policy by continuing to use the Good Dynamics Software or Service after they are communicated to you. Notwithstanding the foregoing, You will at all times comply with all applicable data protection laws related to Your use of the Good Platform and will obtain the prior consent of all End Users to the collection, use or delivery to Good of such Customers' personally identifiable information.

   Confidentiality. Except to the extent expressly permitted under this Agreement, You shall not use or disclose to any third party any non-public information related to the Good Dynamics Software or Service, including, without limitation, with respect to Your use or testing of the Good Dynamics Software or Service. Notwithstanding the foregoing, You may disclose such information on a need to know basis to those of your employees and independent contractors who are subject to a legally enforceable obligation to maintain the confidentiality of such information.

   Intellectual Property. The Good Dynamics Software and Service is protected by US and international copyrights, patents, trade secrets, and other intellectual property rights. Good shall retain all right, title, interest, ownership and other intellectual property rights in and to the Good Dynamics Software and Service. This Agreement confers no title or ownership in the Software or any rights therein. You may, but are not obligated to, provide Good suggestions, comments and feedback, in oral or written form, about the Good Dynamics Software ("Good Feedback"), and in connection with providing such Good Feedback, You hereby grant and shall grant Good, without charge, all right, title and interest necessary to use, share, and commercialize the Good Feedback in any way and for any purpose. In the event Your Application is disclosed to Good for the purpose of any review, analysis, or assistance as set forth herein, You grant to Good a revocable, worldwide, non-exclusive, royalty-free, internal-use only license to use the Application in executable object code form, solely for such purpose and not for any other commercial use. The preceding sentence only grants a limited license and is not a sale of the Application or any portion or copy thereof, and Good obtains no right, title or interest from You under this Agreement in or to any Applications that Developer develops. Good reserves any and all rights not expressly granted to You herein.

   Relationship of the Parties. The non-exclusive relationship between you and Good is that of independent contractors and licensor/licensee, and nothing contained in this Agreement will create or be construed to create any Partnership (notwithstanding any use of the term "Partner" by the parties), joint venture, agency, franchise, sales representative, employment or fiduciary relationship between the parties or any of its respective agents or employees. Nothing in this Agreement grants to either party the authority to make any promise, warranty, guarantee, or representation that will create any obligation or liability whatsoever, whether express or implied, on behalf of the other.

   Entire Agreement. This Agreement (including all information incorporated into this Agreement by written reference) constitutes the entire agreement between the parties regarding your use of the Good Dynamics Software and Service. If there is a conflict between the terms in this Agreement, the SDK Agreement, and the terms contained on the program site or any Order, the terms of this Agreement will prevail. It is expressly agreed that the terms of this Agreement will supersede the terms in any purchase order or other non-Good ordering document and no terms included in any such purchase order or other non-Good ordering document will apply to the Program.

   Severability. If the application of any provision of this Agreement to any particular facts or circumstances will be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (i) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby and (ii) such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

   Waivers. 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 or default under the same or any other provision of this Agreement. No 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 shall operate as a waiver of any right or remedy.

   Amendment. This Agreement may not be modified or amended except in a writing signed or accepted online by authorized representatives of You and Good.

   Notices. All notices under this Agreement will be in writing and will be delivered to a party's primary address, Attn: General Counsel by (i) depositing the notice in the mail, using registered mail, return receipt requested; (ii) overnight delivery service; or (iii) hand delivery to an individual authorized to accept such delivery. The notice will be effective upon the earlier of (i) receipt of return receipt or (ii) the next business day after deposit with an overnight delivery service; or (iii) on the date of hand delivery.

   Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any contrary choice of law rules, and applicable United States federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded. Any action or proceeding brought by one party to this Agreement against the other party to this Agreement that seeks to enforce any provision of, or based on any right arising out of, this Agreement will be brought exclusively in, and the parties expressly submit to the sole jurisdiction of the state courts or federal courts (if jurisdiction can be established in federal court) of Santa Clara County.

   Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.

   Assignment. Each Party may assign this Agreement to a successor in interest with prior written notice, in the event of a merger, acquisition or sale of substantially all assets, but neither may otherwise assign this Agreement, in whole or in part, without the other's written consent, which will not be unreasonably withheld, and any attempted assignment in breach of this provision will be void. To be clear, Good may have some or all of its obligations performed by its chosen suppliers or subcontractors for whose performance Good will remain responsible, without notice to Customer. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

   Prevailing Party. If any legal action, including, without limitation, an action for arbitration or equitable relief, is brought by one party against the other party relating to this Agreement or the breach or alleged breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing party in the event of a voluntary dismissal by the party instituting the action, will be entitled to reimbursement from the other party for the full amount of all reasonable expenses, including all court costs, arbitration fees and actual attorneys' fees paid or incurred in good faith.

   Construction. The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent. This Agreement will be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against either party.

   Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.