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Authorized User
A
greement

Last updated:
November 2nd, 2023

Wildfell Software LLC

1001 Wade Ave Ste 327

Raleigh, North Carolina,

USA

THIS AUTHORIZED USER AGREEMENT ("AUA") IS A LEGAL AND BINDING CONTRACT BETWEEN WILDFELL SOFTWARE LLC, DBA IGOR ("IGOR," "WE," "US," OR "OUR") AND THE INDIVIDUAL ACCESSING OR USING THE SUBSCRIPTION SERVICES ("AUTHORIZED USER," "YOU," or "YOUR"). IGOR AND YOU MAY BE REFERRED TO INDIVIDUALLY AS A "PARTY" AND COLLECTIVELY AS THE "PARTIES."

You may only access and use the Subscription Services as an Authorized User under an active Primary Account of the Subscription Services. The Primary Account Holder granting you access to the Subscription Services has entered into a separate agreement with IGOR for access and use of the Subscription Services (“Subscription Agreement”). Your use of the Subscription Services is limited to the rights granted to the Primary Account Holder in the Subscription Agreement, the terms of this AUA, and any other limitation established at the discretion of the Primary Account Holder. 

Acceptance

The use of the Subscription Services is conditioned upon your acceptance of this AUA and our Privacy Policy, and by using the Subscription Services you agree to be bound by this AUA and our Privacy Policy. If you do not agree to the terms of this AUA or our Privacy Policy, you are not permitted to access or use the Subscription Services.

Direction of Primary Account Holder

You acknowledge and agree that your access and use of the Subscription Services may be suspended or terminated at any time by the Primary Account Holder or other Authorized Users with appropriate permissions (Team Admins). IGOR cannot grant you access or in any way control the permissions, accessibility, or restrictions placed on your User Account. Any questions or concerns regarding any of the foregoing shall be directed to the applicable Primary Account Holder.

Modifications to this AUA

We reserve the right to modify this AUA at any time by making an updated AUA available on our Site at www.igorlabapp.com/authorized-user-agreement. At our sole discretion, we may also provide you with an email notification of changes. You are responsible for regularly reviewing this AUA, and your continued use of the Subscription Services after the effective date of any change shall constitute your acceptance of the updated AUA. If any modification is unacceptable, you shall cease using the Subscription Services. If you have any questions about this AUA, contact us at support@igorlabapp.com.

1. Interpretation and Definitions

Interpretation

The words with capitalized initial letter have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

"Applications" means the Mobile Application and the Web Application.

"Authorized User" means individuals for which all applicable Subscription Fees have been paid and who have been invited by the Primary Account Holder or a Team Administrator to create a User Account under the Primary Account and who are authorized to access and use the Subscription Services, subject to the limits imposed by Subscriber. Authorized Users may include, but are not limited to, Subscriber’s employees, consultants, Collaborators, contractors, agents, or third parties with whom Subscriber transacts business. Authorized Users may be assigned user roles and given various access permissions under the Primary Account, including as a Team Administrator, Regular User, Collaborator, or Guest.

"Collaborator" or "CRO" means an Authorized User appointed as a 'CRO' who has a restricted level of access to the Subscription Services as may be specifically assigned by the Primary Account Holder or Team Administrator(s).

 

"Confidential Information" means User Content and all non-public information disclosed under this Agreement, including, without limitation, proprietary and confidential matters concerning either Party’s current or proposed business operations, security, financial information, technical data, inventions, developments, research, marketing strategies, business methods, information related to pricing, and other similar information gained in connection with this Agreement, as well as the software, technology, ideas, formulae, know-how, documentation, procedures, algorithms and trade secrets embodied in the software, technical documentation, solution methodology, user manuals, tutorial or training videos, and other Documentation. For purposes of this Agreement, "Confidential Information" also includes third-party information disclosed by either Party or by any Authorized User under this Agreement. Confidential Information does not include any information that: (a) is or becomes generally known or available to the public; (b) is already known at the time of receiving the Confidential Information through no wrongful act of the receiving Party; (c) is furnished by a third party with the right to do so; or (d) is independently developed by the receiving Party without the use of or reference to the Confidential Information of the disclosing Party.

 

"Credentials" means the username, personal identification number, and password used by Subscriber or an Authorized User to access its Primary Account or User Account, respectively. You may not use as a username the name of another person or entity or a name or trademark that is subject to any rights of another person or entity other than Subscriber without appropriate authorization or any name that is otherwise offensive, vulgar, or obscene. 

 

"Customer Support Portal" means the area made available by IGOR at support.igorlabapp.com where the Primary Account Holder, other Authorized Users, and you may access Documentation and tutorials for the Subscription Services.

 

"Documentation" means any works produced by IGOR related to the Subscription Services and includes without limitation any notes, manuals, specifications, videos, and training materials.

 

"Guest" means an Authorized User appointed as a ‘Guest’ who has the most restrictive level of access to the Subscription Services as may be specifically assigned by the Primary Account Holder or Team Administrator(s).

 

"Intellectual Property Rights" means all of the following in any and all jurisdictions throughout the world (whether registered or unregistered): (i) patents and patent applications; (ii) copyrights; (iii) trademarks, trade dress, service marks and other similar designations of source of origin, together with the goodwill symbolized by or associated with the foregoing; (iv) trade secrets; and (v) all other proprietary or intellectual property rights under any law or international convention throughout the world, including all registrations of, and applications for, any of the items described in clauses (i)-(iv) (inclusive).

"Mobile Application" means the mobile application provided by IGOR that can be downloaded by you to access and use some limited functionalities of the Subscription Services.

"Personal Data" means (i) any information which would qualify as "personally identifying information" under the Federal Trade Commission Act, as amended; (ii) "personal data" as defined by GDPR; (iii) Special Category Data; (iv) Sensitive Data; and (vi) any other piece of information that allows the identification of such natural person, or his or her family.

 

"Primary Account" means the main account operated by the Primary Account Holder that encompasses all other User Accounts operated by Authorized Users under the invitation of the Primary Account Holder or its Team Administrator(s).

“Regular User” means an Authorized User appointed as a 'Regular User' who has a comprehensive level of usage privileges and access to the Subscription Services as may be specifically assigned by the Primary Account Holder or Team Administrator(s).

"Sensitive Data" means (i) any patient, medical, or other protected health information regulated by HIPAA or any similar federal or state laws, rules, or regulations; or (ii) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations).

"Site" means the IGOR website located at www.igorlabapp.com.

"Special Category Data" means any Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or concerning a natural person's sex life or sexual orientation.

"Subscriber" or "Primary Account Holder" means the individual or entity entering the Subscription Agreement and responsible for creating and managing the Primary Account. The Primary Account Holder has: (i) the authority to invite Authorized Users to create User Accounts to be associated with its Primary Account; (ii) the authority and responsibility to control and manage the associated User Accounts, including establishing Authorized Users’ access permissions and user roles, such as Team Administrator, Regular User, Guest, or Collaborator; (iii) the right to create, access, upload, share, edit, export, download, manage, and delete User Content and grant or limit such rights to Authorized Users; and (iv) the responsibility to ensure that Authorized Users have the training and appropriate knowledge to carry out their assigned roles when using the Subscription Services.

"Subscription Services" means IGOR’s current software-as-a-service IGOR Web Application,  including the companion IGOR Mobile Application, and any later-developed software, applications, technical services, and Documentation that IGOR chooses to make available to its customers through our Site, Applications, and the Customer Support Portal.

 

"Team Administrator(s)" or "Team Admin(s)" means an individual or group of individuals appointed by the Primary Account Holder, or in some cases other Team Admins, that has the authority to represent the Primary Account Holder in the following situations: (i) inviting Authorized Users to create a User Account associated with the Primary Account; (ii) authorizing or limiting data access and permissions related to the use of the Subscription Services for Authorized Users in their respective teams; (iii) assigning user roles to Authorized Users, such as Team Administrator, Regular User, Guest, or Collaborator; and (iv) authorizing and making payments for Subscription Fees.

"User Account" means a unique user account created by an Authorized User under the invitation of the Primary Account Holder to access and use the Subscription Services.

 

"User Content" means any text, images, data files, or other information, posted, added, created, input, uploaded, shared, stored, accessed, distributed, submitted, linked to, or otherwise made available to the Subscription Services by the Primary Account Holder, other Authorized Users, or you.

 

"Web Application" means the cloud-based software-as-a-service application accessible via https://app.igorlabapp.com for use of the Subscription Services.

2. Your Access to the Subscription Services

2.1. Grant of Access.  Subject to the terms and conditions set forth in this AUA, and at the discretion of the Primary Account Holder, IGOR hereby grants you, a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Subscription Services for its intended purpose. You may not transfer, sell, sublicense, or otherwise provide the rights granted herein to any other party without the express written permission of IGOR.

 

2.2 Limitations.  The use of the Subscription Services is subject to the fulfillment of all requirements stipulated in this AUA by you, and all requirements stipulated in the Subscription Agreement by the Primary Account Holder. The rights granted herein are limited to IGOR’s and its licensor’s Intellectual Property Rights in the Subscription Services. Software products not proprietary to IGOR are licensed from the respective proprietary owner(s). You may not share, transfer, sublet, or provide access to the Subscription Services or its benefits to any third party.

2.3 Mobile Application.  If you install or use the Mobile Application, you are hereby granted a limited license to install and use one (1) copy in accordance with the terms and conditions of this AUA. The Mobile Application is provided "as-is" and without warranty. IGOR may provide support, upgrades, maintenance, or other enhancements to the Mobile Application at its discretion. IGOR is not responsible for any User Content transmitted through the Mobile Application and use of the Mobile Application is at your own risk.

2.4 Regulatory Compliance.  The Subscription Services offer certain features designed to help you adhere to regulatory guidelines and standards, including FDA 21 CFR Part 11 & Good Laboratory Practices, but IGOR does not give any guarantee with regard to regulatory compliance. You acknowledge and agree that you and the Primary Account Holder who provides access to the Subscription Services: (i) retain full responsibility regarding adherence to regulatory guidelines and standards; and (ii) are required to make the assessment of whether the Subscription Services are compatible with compliance requirements and standards applicable for your specific use-case.

2.5 Compliance with the Law.  Unless otherwise specified in this AUA or applicable addenda, the Subscription Services are not designed to comply with industry-specific or region-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Federal Information Security Management Act (FISMA), Financial Services Modernization Act (GLB), the Wall Street Reform and Consumer Protection Act (Dodd-Frank), or other similar and applicable laws. You may not use the Subscription Services where your communications would be subject to such laws.

3. User Account

3.1 Account Creation. The Primary Account Holder or a Team Admin will send you a personal invitation link via email that allows you to create a User Account to access the Subscription Services. By creating your User Account, you consent to sharing the Personal Data you enter on the Subscription Services with us. Your User Account is linked to the Primary Account Holder's Primary Account and subject to the limitations imposed by the Primary Account Holder and/or Team Administrators. When creating your account, you must provide accurate, current, and complete information and create your own Credentials for accessing the Subscription Services.

3.2 Account Security.  You are responsible for safeguarding the confidentiality of your Credentials and User Account. You acknowledge that you are responsible for all activities or actions under your User Account, performed by you or a third party, with or without your knowledge or consent. You agree to immediately notify us of any unauthorized use of your Credentials or User Account or any other security breach. IGOR cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

4. Support

Support. As long as you are an Authorized User under an active Primary Account, you will have access to IGOR’s Customer Support Portal and any Documentation that IGOR makes available to you. You may submit any support requests via the Customer Support Portal or at support@igorlabapp.com. IGOR will make reasonable efforts to respond to all support requests within twenty-four (24) hours, except for weekends and federal holidays. No guarantees or warranties are given that support requests will be resolved within any particular time frame or that IGOR will satisfactorily answer or resolve any requests.

5. User Content

5.1 Overview.  The Subscription Services allow you to access, post, add, upload, create, input, store, share, distribute, and otherwise submit User Content, subject to the limitations imposed by the Primary Account Holder. You acknowledge and agree that your access and use of the Subscription Services is provided by the Primary Account Holder pursuant to the Subscription Agreement and that any User Content you create, share, access, view, upload, edit, manage, and export via the Subscription Services can be viewed and accessed by the Primary Account Holder. You further acknowledge and agree that the Primary Account Holder may provide access to User Content that has been transmitted to the Subscription Services by you to other Authorized Users who may view, copy, edit, export, and share the User Content. IGOR shall not be held liable for any sharing, copying, modifications, deletion, or other actions or omissions related to the User Content by a Primary Account Holder or any other Authorized Users to whom the Primary Account Holder or a Team Admin has granted access.

5.2 Rights in User Content; Related Data.  You acknowledge and agree that you have granted, or by submitting User Content to the Subscription Services, hereby are granting, to the Primary Account Holder all rights, title, and interest in and to the User Content uploaded to the Subscription Services by you. All User Content will be treated by IGOR as if it was property owned by the Primary Account Holder, and IGOR shall not be responsible or liable in any way in connection with a dispute regarding ownership, use, or otherwise arising out of the Primary Account Holder’s access or use of any User Content uploaded or transmitted to the Subscription Services by you. You hereby grant IGOR a perpetual, transferable, assignable, and irrevocable right and license to use Related Data (defined below) on an anonymous (de-identified) basis only for statistical, analytical, research, marketing, product/service improvement, and other commercial purposes. "Related Data" means data or information (excluding User Content) associated with or arising out of the use of the Subscription Services (including, without limitation, data associated with requests made to, and responses generated in connection with, the Subscription Services, usage data, browser and device types used, file sizes, and time spent using certain features of the Subscription Services). The license in Related Data will survive the termination or expiration of this Agreement for any reason. Related Data will be IGOR’s property, and IGOR has no duty to compensate Subscriber in connection with the foregoing rights.

5.3 Your Responsibility.  You are responsible for compliance with your requirements under the applicable law, including laws relating to Personal Data and Intellectual Property Rights, with respect to User Content you transmit or make available to the Subscription Services. Without limiting the generality of the foregoing, you are solely responsible for the accuracy, quality, integrity, and legality of the User Content and the means by which you acquire User Content that you make available on the Subscription Services. You acknowledge and agree that you are responsible for ensuring that you have the right to transfer any rights you have in the User Content that you provide or otherwise make available to the Subscription Services to the Primary Account Holder.

 

5.4 Prohibited Content.  Authorized User shall not create, upload, download, post, email, or otherwise transmit any User Content that, without limitation:

5.4.1 Is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically, socially, politically, legally, morally, or religiously objectionable, or otherwise objectionable;

5.4.2 Would constitute or encourage a criminal offense, violate the rights of any third party, or that would otherwise create liability or violate any local, state, or national law; or

5.4.3 Would or be likely to incite, promote, or support discrimination, hostility, or violence.

5.4.4 Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment;

 

5.5 No Sensitive or Special Category Data.  The Subscription Services may not be adequate to protect Sensitive Data or Special Category Data that imposes specific data security or protection obligations. You acknowledge and agree that transmitting, processing, or otherwise making such data available to the Subscription Services is at your own risk. IGOR SHALL HAVE NO OBLIGATION TO YOU WITH REGARD TO PROCESSING SENSITIVE DATA OR SPECIAL CATEGORY DATA. 

6. Data Protection

6.1 Information Security. IGOR will maintain appropriate technical and organizational security measures for the processing of User Content designed to prevent accidental or unlawful destruction, loss, alteration, disclosure, or access to User Content. These security measures address the physical access, personnel permissions, system access, data access, transmission and data backup, data segregation and security oversight, enforcement, and other security controls and measures. All IGOR employees, as well as subprocessors that process User Content, are subject to appropriate written agreements or are otherwise bound by confidentiality and data security obligations.

 

6.2 Processing.  IGOR may process User Content only as necessary to provide the Subscription Services, including, where applicable, for hosting and storage; backup and recovery; issue resolution; applying new product or system versions, patches, Updates, and Upgrades; monitoring and testing system use and performance; IT security purposes; maintenance and performance of technical support systems; and migration, implementation, configuration, and performance testing. IGOR shall not: (i) modify User Content other than as necessary to provide the Subscription Services; (ii) disclose User Content except as compelled by law or as expressly permitted by Subscriber; or (iii) access User Content except to address service or technical problems or at your or the Primary Account Holder’s request in connection with customer support matters. IGOR is located in the United States, and by transmitting User Content to the Subscription Services, you consent to IGOR’s collection, storage, and processing of User Content in the United States.

6.3 Responsibility and Backups.  IGOR performs regular backups of User Content, including cross-region backups, but you understand that you and the Primary Account Holder are ultimately responsible for safeguarding User Content. IGOR is not responsible for the unauthorized disclosure of User Content resulting from your or the Primary Account Holder’s negligence or any other means outside IGOR’s control.

 

6.4 User Privacy.  Our Privacy Policy identifies the categories of Personal Data and other data IGOR collects and how we may use and disclose it. By accepting this AUA, you expressly consent to our collection and use of your Personal Data as described in our Privacy Policy.

7. Restrictions

Restrictions.  You shall use the Subscription Services only in accordance with applicable laws and government regulations and shall not use the Subscription Services for any purposes beyond the scope granted in this AUA. Except as expressly permitted by mandatory applicable law and this AUA, you agree not to: (i) copy or republish the Subscription Services; (ii) make the Subscription Services available to any third party; (iii) modify or create derivative works based on the Subscription Services; (iv) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the Subscription Services; (v) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Subscription Services; (vi) access the Subscription Services to build, or help others build, a similar or competitive product; (vii) share features, content, or Documentation of the Subscription Services with any third party; or (viii) use the Subscription Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any person or entity or that violates any applicable law, (ix) disrupt or interfere with the security of, or otherwise abuse, the Subscription Services, system resources, accounts, servers, or networks connected to or accessible through the Subscription Services, (x) access, tamper with, or use non-public areas of the Subscription Services; unauthorized individuals attempting to access these areas of the Subscription Services may be subject to prosecution; (xi) frame or link to the Subscription Services; (xii) use any robot, spider, scraper, or other automated means to access the Subscription Services for any purpose without our express written consent, (xiii) use or access the Subscription Services to provide service bureau, time-sharing, or other hosting services to third parties.

8. Suspension & Termination

Suspension; Termination. Your right to access and use the Subscription Services may be suspended and/or terminated: (i) by IGOR if, at any time, IGOR reasonably suspects that you are in violation of this AUA; or (ii) by the Primary Account Holder or any Team Admin(s) acting on the Primary Account Holder's behalf, at any time in the Primary Account Holder’s or Team Admin’s sole discretion. You shall not access or use the Subscription Services if you know or should know that your right to access or use the Subscription Services granted by the Primary Account Holder has been suspended or terminated. You acknowledge that when your User Account is suspended or terminated, User Content uploaded by you can still be viewed and accessed by the Primary Account Holder, as the owner of such User Content, or any Authorized User granted the right to do so by either the Primary Account Holder or a Team Admin. Cancellation or termination of the Subscription Services by IGOR or the Primary Account Holder may result in the deletion and/or inability to access User Content. You and the Primary Account Holder are responsible for ensuring that all User Content has been exported to local systems before the account cancellation or termination becomes effective. IGOR reserves the right, but not the obligation, to maintain your User Account information, including User Content, after the termination of your User Account or the associated Primary Account.

9. Proprietary Rights

Proprietary Rights.  We reserve all rights, title, and interest in and to the Subscription Services, including all related Intellectual Property Rights. You acknowledge and agree that this AUA does not grant you any title or right of ownership in or to the Subscription Services or any component thereof, or to any associated materials or Intellectual Property Rights, or any enhancements, modifications, feedback, or improvements thereto. You shall not, at any time, take or cause any action which would be inconsistent with or impair the rights of IGOR in the Subscription Services.

10. Confidentiality

Confidentiality You and IGOR agree that each may receive Confidential Information of the other Party through your use of the Subscription Services. You and IGOR agree not to use or disclose any Confidential Information of the other Party except for the purpose of meeting its obligations under this AUA or the Subscription Agreement and will not use Confidential Information for any other purpose whatsoever. If you or we are required to disclose Confidential Information relating to the other Party to a court or government agency, we each agree to, before disclosure, and as soon as practicable, notify the other Party and allow it an adequate opportunity to object to the disclosure order or take other action to preserve the confidentiality of the information. You acknowledge and agree that in providing the Subscription Services to the applicable Primary Account Holder, we will make User Content available to such Primary Account Holder and that they may use such User Content at their discretion. You hereby authorize us to disclose User Content to the Primary Account Holder and any Authorized User granted access to User Content by the Primary Account Holder or Team Admin(s) in accordance with the provision of the Subscription Services.

11. Disclaimer of Warranties

Disclaimer of Warranties.  THE SUBSCRIPTION SERVICES ARE PROVIDED TO YOU "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. NO REPRESENTATION, WARRANTY, OR GUARANTEE PROVIDED BY THE PRIMARY ACCOUNT HOLDER, OTHER AUTHORIZED USERS, OR ANY THIRD PARTY SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF IGOR’S OBLIGATIONS TO YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IGOR OR ITS AFFILIATES OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF IGOR’S OBLIGATIONS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

12. Limitation of Liability

Limitation of Liability. WE SHALL NOT BE LIABLE TO YOU UNDER, IN CONNECTION WITH, OR RELATED TO THIS AUA OR ANY APPLICABLE ADDENDA UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROVIDED ACCESS AND USE OF THE SUBSCRIPTION SERVICES UNDER THE DIRECTION AND CONTROL OF THE PRIMARY ACCOUNT HOLDER WHO INVITED YOU TO THE SUBSCRIPTION SERVICES, AND IGOR CANNOT AND WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE, LOSS, OR CLAIM UNDER ANY CIRCUMSTANCES RELATED TO ANY ACT OR OMISSION OF THE PRIMARY ACCOUNT HOLDER OR ANY OTHER AUTHORIZED USER. SHOULD YOU EXPERIENCE ANY LOSS OR DAMAGE RELATED TO YOUR USE OF THE SUBSCRIPTION SERVICES, YOU SHALL DIRECT YOUR ISSUES TO THE PRIMARY ACCOUNT HOLDER UNDER WHICH YOUR ACCESS TO THE SUBSCRIPTION SERVICES HAS BEEN PROVIDED. THIS LIMITATION APPLIES TO, WITHOUT LIMITATION, ANY CLAIMS RELATED TO USE, NON-USE, INFRINGEMENT, UNAUTHORIZED DISCLOSURE, OR ANY OTHER RIGHTS OR CLAIMS RELATED TO THE USER CONTENT YOU ACCESS OR TRANSMIT TO THE SUBSCRIPTION SERVICES.

13. Release

Release.  1. If you have a dispute with another Authorized User or the Primary Account Holder, you release us (and our officers, directors, agents, subsidiaries, joint ventures, contractors, and employees) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You waive California Civil Code §1542, and similar laws of other jurisdictions, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

14. General Provisions

14.1 Entire Agreement.  This AUA comprises the entire agreement between the Parties relating to the subject matter of this AUA. This AUA supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this AUA.

14.2 Waiver.  No term or provision of this AUA or any addenda shall be deemed waived, and no breach excused unless such waiver or consent is in writing and signed by the Party that has given such waiver.

14.3 Severability.  If any provision of this AUA or addenda is held invalid or unenforceable by any court or agency of competent jurisdiction, the Parties shall mutually agree on an alternate, legally valid, and enforceable provision. The remainder of this AUA shall continue in full force and effect to the extent that continued operation under this AUA without the invalid or unenforceable provision is consistent with the Parties’ intent.

14.4 Headings.  The headings in this AUA and any and all addenda are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this AUA or any addenda hereto.

14.5 Assignment.  You may not assign or transfer your rights and/or obligations under this AUA. We may freely transfer and/or assign any of our rights or obligations under this AUA with or without notice to you.

14.6 Injunctive Relief.  You acknowledge that a breach of the Proprietary Rights Section of this AUA could cause irreparable injury that may not be adequately compensated in monetary damages. In the event of such a breach, we shall be entitled to seek equitable relief, including but not limited to preliminary and permanent injunctive relief.

 

14.7 Arbitration.  For any dispute with IGOR, you agree first to contact us at support@igorlabapp.com and attempt to resolve this dispute informally. In the event that we are unable to resolve the dispute informally, you and we agree that any controversy or claim arising out of or relating to this AUA (except for actions seeking injunctive relief) shall be settled by binding arbitration in accordance with the American Arbitration Association ("AAA"). The arbitration shall be conducted by a single arbitrator to be selected by agreement of you and us not later than ten (10) days after delivery of the demand for arbitration or, failing such agreement, appointed pursuant to the Commercial rules of the AAA. The arbitration shall be conducted in Raleigh, North Carolina unless otherwise agreed by the Parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision is governed by the Federal Arbitration Act.

14.8 Governing Law.  The laws of the United States and the State of North Carolina shall govern this AUA without regard to principles of conflict of laws. Any dispute between the Parties excluded from the arbitration agreement or that cannot be heard in small claims court shall be resolved in the United States District Court for the Eastern District of North Carolina, and the Parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the Eastern District of North Carolina, then the exclusive forum and venue for any action shall be the courts of the State of North Carolina, located in Wake County, and the Parties hereby submit to the personal jurisdiction of that court.

14.9 Technology Export.  You shall not export or otherwise remove the Subscription Services from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, you shall not permit any third party to access or use the Subscription Services in or export the Subscription Services to a country subject to a United States embargo.

14.10 Survival.  Any provision of this AUA or applicable addenda which contemplate performance after the expiration or earlier termination of this AUA or which expressly states that it shall survive termination of the AUA shall so survive such expiration or termination and shall continue in full force and effect until fully satisfied.

Contact

If you have any questions, comments, or concerns about this Authorized User Agreement, you can contact us via email: info@igorlabapp.com

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