Web3 Launchkit Terms and Conditions
CONSTELLATION NETWORK, INC
Last updated: March 24, 2023
NOTICE: THE TERMS OF THIS AGREEMENT FORM A BINDING LEGAL CONTRACT BETWEEN YOU AND CONSTELLATION NETWORK, INC (THE “COMPANY”). CAREFULLY READ ALL OF THE TERMS OF THIS AGREEMENT BEFORE CLICKING THE “I AGREE” BUTTON. BY CLICKING THE “I AGREE” BUTTON YOU ACKNOWLEDGE YOUR CONSENT AND AGREEMENT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I AGREE.” IF YOU HAVE ANY QUESTIONS REGARDING THE EFFECT OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU ARE ADVISED TO CONSULT INDEPENDENT LEGAL COUNSEL.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.
This Web3 Launchkit Terms and Conditions (these “Terms,” or this “Agreement”) is an agreement between you (“Purchaser” or “you”) and Constellation Network, Inc., a Delaware corporation (the “Constellation,” “we,” or “us”). Purchaser and Constellation are herein referred to individually as a “Party” and collectively as the “Parties.”
This Agreement contains the terms and conditions that govern your purchase and use of the Web3 Launchkit (the “Platform”), including your use of the data, text, reports, templates, agreements and other materials (the “Materials”), located at member.web3launchkit.com (the “Site”), and it defines your rights and obligations with respect to the use thereof. By clicking the check box and the “I AGREE” button, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement.
You represent that you have the legal authority to accept this Agreement on behalf of yourself and any party you represent in connection with your use of the Platform. If you are an individual who is entering into this Agreement on behalf of any corporation, partnership or other entity or organization (collectively, an “Organization”), you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by this Agreement, with the terms “you” and “your” applying to you, that entity, and other users accessing the Platform on behalf of that Organization.
We may, in our sole and absolute discretion, without liability to you or any third-party, refuse to let you use the Platform. Such actions may be taken as a result of a number of factors, including without limitation legal or regulatory requirements or demand, our discretion, or your violation of the terms of this Agreement. We may also temporarily suspend your access to the Platform for any reason, including, but not limited to, technical problems.
1. No Legal or Tax Advice. The Platform is an online legal portal that provides users with legal information and access to certain self-help, “fill in the blank” forms (the “Forms”). The Platform is not intended to constitute specific legal, tax and/or accounting advice or to be a substitute for advice from qualified counsel and other tax or accounting professionals. Any opinions expressed on the Platform are the opinions of the particular author and may not reflect the opinions of Constellation or any individual attorney. Without limiting the foregoing, the Platform may not reflect recent developments in the law, may not be complete, and may not be accurate in or applicable to your jurisdiction. Because the Platform is general in nature and may not pertain to your specific circumstances, you should not act or refrain from acting based on any materials posted on the Platform without first obtaining advice from professional counsel qualified in the applicable subject matter and jurisdiction.
2. Matters of Professional Responsibility.
2.1. Third-Party Beneficiary. Constellation engaged Ashbury Ventures LLC, a California limited liability company (“Ashbury Ventures”) and Ashbury Legal PC, a California professional corporation (“Ashbury Legal,” and together with Ashbury Ventures, “Ashbury”) to help develop some of the content on the Platform. Ashbury is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
2.2. No Attorney-Client Relationship. Ashbury Legal has a policy of entering into attorney-client relationships with its clients only in accordance with certain procedures which include executing an engagement letter and addressing professional responsibility conflicts as required by the Bar Associations of the states in which Ashbury Legal maintains offices in the US. You agree that your access and use of the Platform, or your transmission of e-mails to addresses on the Platform, does not create an attorney-client relationship between you and Ashbury Legal. You should not send Ashbury Legal any confidential information in connection with your use of the Platform. Such responses will not create an attorney-client relationship, and whatever you disclose to Ashbury Legal will not be privileged or confidential unless Ashbury Legal has agreed to act as your legal counsel and you have executed an engagement letter with Ashbury Legal.
2.3. No Advertising or Solicitation. The Platform is not intended to be an advertisement or solicitation but may be deemed an advertisement in certain jurisdictions.
2.4. Sensitive Communications. You agree that e-mails sent by you to Ashbury Legal will not be treated as confidential or invoke an attorney-client privilege; provided, however, that if you are an existing client of Ashbury Legal and you send an e-mail to Ashbury Legal pertaining to a matter in which Ashbury Legal then represents you, such e-mail may be entitled to be treated as confidential or privileged. Notwithstanding the foregoing, you acknowledge that e-mail and the internet are generally insecure media of communication, and neither Constellation nor Ashbury can guarantee the confidentiality of any e-mail sent to or received by it or any information submitted by you to Ashbury Legal.
3. Ownership. You acknowledge that the Platform is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies now existing or hereafter developed. You agree to comply with all intellectual property laws, and you shall not encumber any interest in, or assert any rights to, the Platform. You are granted a limited, non-sublicensable license to access and use the Platform and electronically copy (except where prohibited without a license) and print to hard copy portions of the Platform for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (i) any resale or commercial use of the Platform; (ii) the distribution, public performance or public display of all or any portion of the Platform; (iii) modifying or otherwise making any derivative uses of the Platform; (iv) use of any data mining, robots or similar data gathering or extraction methods; (v) downloading (other than the page caching) of any portion of the Platform, except as expressly permitted on the Platform; (vi) making any portion of the Platform available through any timesharing system, service bureau, the internet or any other technology now existing or developed in the future; (vii) using any automatic or manual process to harvest information from the Platform; or (viii) any use of the
Platform for anything other than its intended purpose. Unless expressly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
3.1. Use of Legal Forms. You understand that download and/or use of a Form is neither legal nor tax advice, nor does it constitute the practice of law, and that each Form and any applicable instruction or guidance is not customized to your particular needs.
3.2. License to Use. Constellation grants you a limited, personal, non-exclusive, non- transferable license to use our Forms for your own personal internal business use. Except as otherwise provided and to the extent permitted under applicable law, you acknowledge and agree that you have no right to modify edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Forms in any manner, except for modifications in filling out the Forms for your authorized use. You shall not remove any copyright notice from any Form.
3.3. Resale of Forms Prohibited. By downloading Forms, you agree that the Forms you download may only be used by you for your personal or internal business use and may not be sold or redistributed without the express written consent of Ashbury Legal.
3.4. Linking and Framing. We prohibit the use of any links to the Platform from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of the Platform with any other website without our prior written permission
4. Limited Permission to Download. Constellation hereby grants you permission to download, view, copy and print the Materials solely for your personal, informational, non- commercial use, provided that (i) where provided, the copyright and trademark notices appearing on any Materials not be altered or removed, (ii) the Materials are not used on any other website or in a networked computer environment, and (iii) the Materials are not modified in any way, except for authorized editing or downloadable forms for personal use. This permission terminates automatically without notice if you breach any of the provisions of these Terms. Any unauthorized use of the Platform may violate copyright laws, trademark laws, laws of privacy and publicity, data protection laws and communications regulations and statutes.
5. Fees and Payment.
5.1. The applicable fees (and any applicable discounts, if available), license or subscription period, renewal opportunities, and permitted payment methods will be specified on the Platform. All purchases are final and there will be no refunds, credits, or cancellations except as otherwise expressly disclosed at the time of purchase, indicated by Constellation in writing, or as may be required under applicable law. All transactions are void where prohibited by law. Constellation may request further information from you in order to confirm the order and method of payment. Constellation reserves the right to terminate or suspend access to the Platform or any related license, subscription, product, or service if you fail to pay any amounts when due. You shall reimburse Constellation for all reasonable costs incurred (including reasonable attorney’s
fees) in collecting past-due amounts. Unless otherwise specified herein, all payment obligations with respect to amounts due to Constellation in connection with your use of the Platform shall survive the expiration or termination of these Terms for any reason.
5.2. Upon placing an order, you agree to pay using the payment methods indicated on the Platform and grant authorization to Constellation and/or the applicable third party payment- processor to charge your selected payment methods. Constellation and/or the applicable third-party payment processor shall charge, and you shall be responsible for, all taxes, tariffs, levies, or duties applicable to your payment. Unless otherwise expressly indicated at the time of purchase, all transactions listed through the Platform are denominated in U.S. dollars. You are responsible for: (i) the accuracy of all credit and debit card information, digital wallet information, or other payment method information that you provide to us; and (ii) maintaining the confidentiality and security of your account information, including without limitation with respect to payment methods. You should not disclose your payment information to anyone. If your account information is lost or stolen, anyone who obtains possession of either could utilize the payment methods associated with your account. You are responsible for all transactions on your account, including unauthorized transactions.
5.3. To the extent any fees due and payable to Constellation are paid in digital assets, including, but not limited to, tokens, cryptocurrency, or other blockchain based assets ( collectively, a “Digital Asset”), such fees shall be denominated in such Digital Asset or, to the extent such fees are denominated in USD, the fair market value of a Digital Asset used to pay a fee shall be determined by Constellation in its sole discretion.
6. User Accounts.
6.1. While you may always browse public-facing portions of the Platform without registering for an account with us, in order to access certain portions of the Platform, Constellation may require you to register an account with us (an “Account”).
6.2. You are responsible for the security of your Account and are fully responsible for all activities that occur through the use of your Account. You agree to notify us immediately at email@example.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. You may be required to create and provide separate log-in credentials to access third-party services.
6.4. We reserve the right to disallow, cancel, remove, or reassign certain usernames and other information associated with an Account in appropriate circumstances, as determined by us in our sole and absolute discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which would or might constitute a violation of this Agreement, cause damage to or impair the Platform, infringe or violate any third-party rights, damage or bring into disrepute the reputation of Constellation, or violate applicable law. These determinations will be made in Constellation’s sole and absolute discretion. If messages sent to the email address you provide are returned as undeliverable, then we may terminate your Account immediately without notice to you and without any liability to you or any third-party.
7. Wallets, Ownership and Control of Digital Assets.
7.1. In addition to creating an Account, you may be required to connect a Digital Asset wallet (a “Wallet”) to your account in order to enable some features of the Platform. Any failure to connect your Wallet to your Account may result in you not being able to use the certain features of the Platform. You acknowledge and agree that Constellation does not control or have access to your Wallet, and Constellation is unable to exert any control over your Wallet.
7.2. As the owner of Digital Assets, you shall bear all risk related to the Digital Assets held in your Wallet. None of the Digital Assets held in your Wallet are the property of, or shall or may be loaned to, Constellation; and Constellation does not represent or treat any Digital Assets in your Wallet as belonging to Constellation. Constellation may not grant a security interest in the Digital Assets held in your Wallet. You control the Digital Assets held in your Wallet.
8. Security and Accuracy of your Account and Wallet.
8.1. You are responsible for maintaining the confidentiality and security of your Accounts, Wallets or devices you use to access the Platform. You are also responsible for ensuring that no unauthorized person has access to any device that you utilize in connection with the Platform. We will not be liable for any loss or damage arising from your failure to protect your Account or Wallet.
8.2. It is your sole responsibility to provide accurate information for creation and maintenance of your Account. You are solely responsible for ensuring the accuracy and completeness of all information and materials that you provide to use in connection with your use of the Platform. You represent and warrant that (i) all such information and materials are true, accurate, and complete in all respects, comply with applicable law and do not violate or infringe any third-party rights, and (ii) you will immediately notify us about, and correct, and inaccuracy in any such materials or information.
9. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF THE PLATFORM, INCLUDING THE FORMS, IS AT YOUR SOLE RISK, AND THE PLATFORM, INCLUDING
THE FORMS, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CONSTELLATION, ASHBURY AND THEIR RESPECTIVE PARTNERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “CONSTELATION PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE PLATFORM, INCLUDING THE FORMS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABILITYMERCHANTABIILTY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. The Forms may be inappropriate for your particular circumstances. Furthermore, state laws or national laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Forms are only samples and may not be applicable to a particular situation.
10. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY OF THE CONSTELLATION PARTIES BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS WHETHER DIRECT OR INDIRECT OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM WHETHER OR NOT CONSTELLATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF THE CONSTELLATION PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE PLATFORM SHALL NOT EXCEED $100 (USD), AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST THE CONSTELLATION PARTIES.
11. Indemnification. You agree to make the Constellation Parties whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Platform or any violation of these Terms.
12. Responsibility for User Content.
12.1. Types of Content. You acknowledge that you, and not Constellation, are entirely responsible for all information, data text, messages and/or other materials (“Content”) that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Platform (“Your Content”), and other users of the Platform, and not Constellation, are similarly responsible for all Content they Make Available through the Platform.
12.2. No Obligation to Pre-Screen Content. You acknowledge that Constellation has no obligation to pre-screen Content (including but not limited to Your Content and other Content uploaded, posted, transmitted or otherwise made available by third parties on the Platform), although Constellation reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into these Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text or voice communications. In the event that Constellation pre-screens, refuses or removes any Content, you acknowledge that
Constellation will do so for Constellation’s benefit, not yours. Without limiting the foregoing, Constellation shall have the right to remove any Content that violates these Terms, violates any applicable laws, regulations or codes, or is otherwise objectionable.
12.3. Storage. Constellation has no obligation to store any of Your Content that you Make Available on the Platform. Constellation has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage or transmission of other communications originating with or involving use of the Platform.
12.5. Acceptable Use Policy. As a condition of use, you agree not to use the Platform for any purpose that is prohibited by these Terms or by applicable law. You shall not (and shall not permit any third party to) (i) take any action or (ii) Make Available any Content on or through the Platform that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, personal data or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without Constellation’ prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Constellation; (f) interferes with, or attempts to interfere with, the proper functioning of the Platform or uses the Platform in any way not expressly permitted by these Terms; or (g) attempts to engage in, or engages in, any potentially harmful acts that are directed against the Platform, including but not limited to violating or attempting to violate any security features of the Platform, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Platform, introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Platform.
13. Dispute Resolution.
13.1. Arbitration. Any claim or dispute (including whether the claims asserted are arbitrable but excluding claims for injunctive or other equitable relief as set forth below) arising out of or related to these Terms or your use of the Platform and / or the Materials shall be referred to and finally determined by binding and confidential arbitration in accordance with these Terms. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by the Terms, and unless otherwise agreed upon by the Parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules. Notwithstanding the foregoing, Constellation may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. You are thus GIVING UP YOUR RIGHT TO GO TO
COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
13.2. Rules. You and Constellation must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR CONSTELLATION MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) the arbitrator shall honor claims of privilege and privacy recognized at law; (iv) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (v) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (v) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
13.3. Proceedings and Award. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 10 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
Notwithstanding the foregoing, either you or Constellation may bring an individual action in small claims court. Such claims shall be exclusively brought in the state or federal courts located in San Francisco, California. Additionally, notwithstanding this agreement to arbitrate, either Party may seek emergency equitable relief before the state or federal courts located in San Francisco, California, in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within San Francisco, California, for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
13.4. With the exception of subsections 13.1 and 13.2 above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid,
unenforceable, or illegal, or otherwise conflicts with applicable AAA rules and procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subsection 13.1 and 13.2 is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Constellation shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in San Francisco, California. By using the Platform in any manner, you agree to the above arbitration provision.
For more information on AAA, its rules and procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
14. Governing Law. The Terms, and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
15.1. Termination. Notwithstanding any of these Terms, Constellation reserves the right, without notice and in its sole discretion, to terminate your license to use the Platform, and to block or prevent your future access to the Platform.
15.2. Submissions. You acknowledge and agree that any questions, comments, suggestions, feedback, ideas or other information or materials regarding the Platform (the “Feedback”) that is provided by you in the form of e-mail or other submissions to Constellation, or any postings on the Platform, are (as between you and Constellation) non-confidential and shall become the sole property of Constellation. Constellation shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
15.3. IRS Circular 230. Any discussion of U.S. tax matters contained herein (including any Materials available on the Platform) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or other matter. The foregoing language is intended to satisfy the requirements under the regulations in Section 10.35 of Circular 230.
15.5. Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
15.6. Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
15.7. Export Control. You may not access, download, use or export the Platform in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that the Materials are subject to the United States Export Administration Laws and Regulations and agree that none of the Materials or any direct product therefrom is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.
15.8. Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.