ACHEEV, Inc. ("ACHEEV")
End-User License Agreement
This version is in effect since September 17, 2018.
IMPORTANT
YOU SHOULD CAREFULLY READ THE FOLLOWING AGREEMENT BEFORE USE OF THE ACHEEV INVOICE (THE “APP”). THE TERM “APP” INCLUDES ANY SOFTWARE AND ASSOCIATED DOCUMENTATION. THE DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING (OR CONTINUING TO USE) THE APP (COLLECTIVELY,) SHALL BE DEEMED TO CONFIRM YOUR ACCEPTANCE OF THIS END-USER LICENSE AGREEMENT (THIS “EULA”). IF YOU ARE ACCEPTING THIS EULA ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR OTHER LEGAL ENTITY TO THIS EULA.
IF YOU DO NOT AGREE WITH AND ACCEPT THE TERMS OF THIS EULA, ACHEEV IS NOT WILLING TO PERMIT YOU TO, AND YOU ARE NOT PERMITTED TO, DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE APP, AND IF YOU HAVE DOWNLOADED, INSTALLED, OR COPIED THE APP, YOU MUST UNINSTALL AND DELETE ALL COPIES OF THE APP.
EXCEPT AS EXPRESSLY PERMITTED BY THIS EULA, DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THE APP IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS EULA AND AN INFRINGEMENT OF ACHEEV’S AND ITS LICENSORS’ COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN THE APP. IF YOU (OR YOU CONTINUE TO) DOWNLOAD, INSTALL, COPY, ACCESS OR USE ALL OR ANY PORTION OF THE APP WITHOUT ACCEPTING THE TERMS OF THIS EULA OR OTHERWISE OBTAINING THE PRIOR WRITTEN PERMISSION OF ACHEEV, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW. YOU MAY BE LIABLE TO ACHEEV AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
This EULA sets forth the terms and conditions that apply to your use of the App. This EULA is a legal contract between you (either individually or as a single entity) (“you”) and ACHEEV with respect to the App.
1. End-User License - General
Subject to the terms and restrictions set forth in this EULA and the rights of third parties, ACHEEV grants to you a non-exclusive, non-transferable, limited, personal license to install and use a single copy of the App solely for your internal business purposes. The App is licensed to you and not sold. No right, title or interest in or to, or ownership of, the App is transferred to you. Your rights to use the App are only those rights explicitly specified in this EULA. This EULA supersedes any prior EULA or license with respect to your use of the App. All rights to the App (including all copies thereof) not expressly granted herein are expressly reserved by and will remain with ACHEEV or its licensors.
Subject to the terms and restrictions set forth in this EULA and the terms of use of the Market and Comparative Data (as defined in Section 7) and Reports (as defined in Section 7), if posted on the Website (as defined in Section 7), ACHEEV grants to you a non-exclusive, non-transferable, limited, personal license to utilize the Market and Comparative Data and Reports solely for your internal business purposes. The Market and Comparative Data and Reports is licensed to you and not sold. No right, title or interest in or to, or ownership of, the Market and Comparative Data and Reports is transferred to you. Your rights to use the Market and Comparative Data and Reports are only those rights explicitly specified in this EULA. The terms of use of the Market and Comparative Data and Reports, if posted on the Website, shall supersedes any prior EULA or license with respect to your use of the Market and Comparative Data and Reports.
2. Copyright
The App, Market and Comparative Data, and Reports are protected by copyright, and title to the App, Market and Comparative Data, and Reports are retained by ACHEEV and its licensors. You will not copy or otherwise access or use the App, Market and Comparative Data, and/or Reports in whole or part, except as expressly permitted in this EULA or as otherwise provided in the terms of use on the Website. You must reproduce and maintain the copyright notice on any authorized copy you make or use of the App, Market and Comparative Data, and Reports including but not limited to partial, physical or electronic copies, of the App, Market and Comparative Data and Reports, and all associated media. You will not remove, modify or amend any alphanumeric and other identification or other notices on or from the App, Market and Comparative Data, and/or Reports (or any copy thereof).
3. Restrictions on Use, Modification and Transfer
You warrant, represent and covenant that you will not, and will not permit any other person or entity to, copy or modify the App, Market and Comparative Data, and/or Reports, or any portion thereof, or sublicense, rent, sell, lease, transfer, assign or otherwise make available the App, Market and Comparative Data, and/or Reports, or any portion thereof, or the license granted hereunder.
4. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP, MARKET AND COMPARATIVE DATA, AND REPORTS ARE PROVIDED “AS IS”, WITH ALL FAULTS AND IN LIEU OF, AND ACHEEV HEREBY DISCLAIMS, ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES OF ANY KIND, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ERROR-FREE OPERATION, ACCURACY, COMPLETENESS, SYSTEM INTEGRATION, OR QUIET ENJOYMENT, AND ANY WARRANTIES THAT MAY ARISE FROM A COURSE OF CONDUCT, TRADE USAGE OR TRADE PRACTICE. ACHEEV DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT (I) THE OPERATION OF THE APP, WEBSITE, MARKET AND COMPARATIVE DATA, AND/OR REPORTS OR OTHER PORTION OF THEREOF, IS OR WILL BE UNINTERRUPTED OR ERROR-FREE OR COMPATIBLE WITH ANY HARDWARE OR OTHER ITEMS USED BY YOU OR (II) ANY DEFECT CAN OR WILL BE CORRECTED OR THAT THE APP, WEBSITE, MARKET AND COMPARATIVE DATA, AND/OR REPORTS WILL BE AVAILABLE OR USABLE, OR (III) THE FUNCTIONS CONTAINED IN OR TO BE PROVIDED BY THE APP, WEBSITE, MARKET AND COMPARATIVE DATA, AND/OR REPORTS WILL MEET YOUR REQUIREMENTS OR THE REQUIREMENTS OF ANY STATE OR FEDERAL LAW OR REGULATIONS. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF THE APP AND THE RESULTS AND OUTPUT OF THE APP SHALL BE WITH YOU. Without limiting the foregoing, ACHEEV cannot and does not guarantee, represent or warrant that any of the specifications, data or information provided in or through the App, Website, Market and Comparative Data, and/or Reports are accurate, complete or up-to-date.
ACHEEV reserves the right to make changes, corrections, enhancements and improvements to or to withdraw or discontinue the availability of the App, Website, Market and Comparative Data, and/or Reports, or maintenance or support for the App, Website, Market and Comparative Data, and/or Reports, at any time, and without notice to you. ACHEEV reserves the right to make changes, deletions, additions, corrections, enhancements or improvements to any information, documentation, products, specifications and product descriptions, without prior notice to you. Neither ACHEEV nor any of its affiliates makes any commitment to update or correct any specifications, data or information that appears in or is provided through the App, Website, Market and Comparative Data, and/or Reports.
You acknowledge and agree that (i) the App, Website, Market and Comparative Information , and Reports are intended to be used for reference and informational purposes only, (ii) the App, Website, Market and Comparative Data, and Reports are to be used only by you, (iii) you are prohibited from otherwise distributing, selling or reselling the Market and Comparative Data or Reports, (ii) the App, Website, Market and Comparative Information, and Reports are intended to assist you in obtaining, but should not be relied on for good or services selection, (iii) you will not rely on any of the output, results or Market and Comparison Information provided by the App, Website, or Reports in connection with the purchase of any goods or services, (iv) you will be solely responsible for your choice of or purchase of any goods and services purchased utilizing the App, Website, Market and Comparative Information, or Reports, (v) ACHEEV does not sell any of the goods or services for which it may provide Market and Comparative Information or Reports, (vi) ACHEEV only copies, aggregates, compiles, analyzes, condense, redact, re-produces, re-purposes, re-formats, displays, identifies, distributes and reports the Market and Comparative Information and Reports, and (vii) ACHEEV will not have any obligation whatsoever to manufacture, provide or sell any good or services that you may identify utilizing Market and Comparative Information or Reports. ACHEEV disclaims all liabilities and obligations whatsoever related to your selection of good or services obtained or purchased utilizing Market and Comparative Information, whether obtained using the App, Website, or Reports.
THE SALE OF GOODS AND SERVICES IS SUBJECT TO GENERAL TERMS AND CONDITIONS OF SALE BETWEEN YOU AND GOODS OR SERVICES PROVIDER, AND DOES NOT INVOLVE ACHEEV IN ANY MANNER.
Some states or other jurisdictions do not allow the exclusion of an implied warranty, so the above disclaimers may not apply to you, and you may have other legal rights that vary by jurisdiction, and in those circumstances ACHEEV’s liabilities are hereby restricted to the greatest extent permitted by law.
5. Indemnity; Limitation of Liability
You will, at your sole cost, indemnify, defend and hold ACHEEV and Related Entities (as defined below), and its and their respective distributors, dealers, resellers, providers, suppliers, licensors, officers, directors, employees, agents, independent contractors and representatives (collectively, the “ACHEEV Indemnified Parties”) harmless from and against any and all losses, damages, and expenses (including attorneys’ fees and costs and expenses of investigation) arising or resulting in any manner from your breach of or other failure to strictly comply with this EULA or from any access to or use of (or the inability to access or use) the App, or any portion thereof. YOU HEREBY RELEASE AND WILL RELEASE ACHEEV AND THE OTHER ACHEEV INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, LIABILITIES AND LOSSES IN CONNECTION WITH THE APP, WEBSITE, MARKET AND COMPARATIVE DATA, AND/OR REPORTS, INCLUDING CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM THE TOTAL OR PARTIAL FAILURE OF PERFORMANCE OF THE APP, WEBISTE, MARKET AND COMPARATIVE DATA, AND/OR REPORTS, EVEN IF CAUSED BY THE NEGLIGENCE OF ACHEEV OR ANY OTHER ACHEEV INDEMNIFIED PARTY, OR THE MALFUNCTION OR ERROR OF OR IN THE APP, WEBSITE, MARKET AND COMPARATIVE DATA, AND/OR REPORTS.
To the maximum extent permitted by applicable law, under no circumstances will ACHEEV or any of its affiliates, subsidiaries, or licensors (each, a “Related Entity”) have any liability to you or any other person or entity for any losses and damages whatsoever in connection with, relating to or arising from this EULA or the App, Website, Market and Comparative Data, and/or Reports, and in the event and to the extent that ACHEEV has any liability under this EULA or in relation to the App, Website, Market and Comparative Data, and/or Reports, in no event shall such liability exceed, in the aggregate, USD$10.00 (regardless of whether the claim is based on contract, tort (including, without limitation, actions based on negligence, extra-contractual liability, strict liability and willful and/or intentional conduct), warranty, indemnity, or other theory of liability and whether for failure to deliver or otherwise perform its obligations, or related to the design, performance, use, defect or failure of the App, Website, Market and Comparative Data, and/or Reports.
IN NO EVENT WILL ACHEEV OR ANY RELATED ENTITY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, COLLATERAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION OR LOSS OF GOODWILL, DATA, REVENUE OR PROFITS), EVEN IF ACHEEV OR ANY RELATED ENTITY HAS BEEN ADVISED OR MADE AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES AND REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, EXTRA-CONTRACTUAL LIABILITY, STRICT LIABILITY AND WILLFUL AND/OR INTENTIONAL CONDUCT), WARRANTY, INDEMNITY OR OTHER THEORY OF LIABILITY.
In no event will any Related Entity, or their respective officers, directors, employees, agents, staff, or representatives, have any liability to you or any third party for damages in connection with the App, Website, Market and Comparative Data, and/or Reports, or this EULA, whether arising out of contract, tort (including, without limitation, actions based on negligence, extra-contractual liability, strict liability and willful and/or intentional conduct), warranty, indemnity or other theory of liability.
Some states or other jurisdictions do not allow limitations of liability, so the above limitations may not apply to you, and you may have other legal rights that vary by jurisdiction, and in those circumstances ACHEEV’s liabilities are hereby restricted to the greatest extent permitted by law.
6. Other Restrictions
In addition to the other restrictions or limitations contained in this EULA, the following provisions will apply:
6.1 You will only be permitted to use the App on the device (i.e., iOS or Android system devices) specified in the documentation provided with the Software and only in accordance with such documentation and this EULA.
6.2 ACHEEV will not have any obligation whatsoever to support or maintain the App, Website, Market and Comparative Data, and/or Reports.
6.3 Except with respect to Open Source Software (as defined below), to the extent provided below, the license to the App only applies to the machine-readable form (i.e., object code) of the Software, and no source code for the Software will be provided.
6.5 You will not: (i) display, adapt, modify, enhance, create derivative works based upon or distribute (electronically or otherwise) the App, Website, Market and Comparative Data, and/or Reports (or any portion thereof) or unbundle or remove parts of the App, Website, Market and Comparative Data, and/or Reports; (ii) reverse assemble, reverse compile, translate or reverse engineer the App, Website, Market and Comparative Data, and/or Reports, unless expressly permitted by applicable law without the possibility of contractual waiver; (iii) transfer, sublicense or assign the license for App, Website, Market and Comparative Data, and/or Reports; or (iv) share or lease the App, Website, Market and Comparative Data, and/or Reports or any copy of it.
6.6 Portions of the App and Website may consist of third party software programs, code or content provided under license to ACHEEV or otherwise governed by separate license terms, including, without limitation, as applicable, software commonly referred to as “open source software” (“Open Source Software”). You will comply with all additional license terms imposed by such third party licensor. ACHEEV will provide you with notice of such additional license terms upon request, and in the event of a conflict, such additional license terms will take precedence over this Section 6 but only with respect to the applicable Open Source Software or other third-party software programs, code or content.
6.7 When you use App, Website, send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. ACHEEV may communicate with you in a variety of ways, such as by e-mail, text, in-app push notices, or by posting notices and messages on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
7. Use of Information.
The term “Market and Comparative Data” means all forms Pricing Information submitted by you and other third parties, together with any other information obtained by ACHEEV, which ACHEEV may use, copy, aggregate, compile, analyze, condense, redact, re-produce, re-purpose, re-format, display, identify, modify, distribute, report and otherwise freely exploit, in whole, in part, or in sub-sets, which is made available to other users of the App, Website, Reports or is otherwise made available to third parties by ACHEEV.
The term “Personal Information” means you name, address, phone number, email address, identification number, other personal identification, or other personal information supplied by you either through the registration process with ACHEEV or through the use of the App or Website.
The term “Pricing Information” means all forms of goods or services pricing, estimates, or invoices submitted to ACHEEV by any user of the App or Website, whether submitted through the App, Website, or otherwise, that is utilized in determining the Market and Comparative Data submitted to or provided by ACHEEV.
The term “Reports” means any aggregation, compilation, re-production, re-format or extraction of Pricing Information or Market and Comparative Data, in any and all media, in electronic, or written form.
The term “Website” means a location connected to the Internet operated by ACHEEV, including but not limited to www.acheev.com.
If you submit Pricing Information to ACHEEV, including through the App or the Website, you will and hereby do grant to ACHEEV (and its successors and assigns) a non-exclusive, perpetual, irrevocable, world-wide, royalty-free, paid-up right and license, to use, display, aggregate, reproduce, modify and distribute and otherwise freely exploit and utilize the Pricing Information, in whole or in part, in any and all media, whether alone or together or as part of any material of any kind or nature, including but not limited to the Market and Comparative Data. To the extent that the foregoing is deemed ineffective or not applicable, you will and hereby do grant, nonetheless, without limiting any of the foregoing, ACHEEV the right to use, copy, aggregate, compile, analyze, reproduce, repurpose, reformat, display, identify, distribute, modify, distribute and report Pricing Information in any manner that ACHEEV may determine, whether alone or together or as part of any material of any kind or nature, including but not limited to the Market and Comparative Data and Reports. By submitting Pricing Information, you represent and warrant to ACHEEV that (i) you have all necessary rights in and to such Pricing Information to do so and to provide the foregoing assignments and grants, and (ii) none of the Pricing Information (or the information contained therein) infringes, misappropriates or violates any proprietary, confidentiality, Intellectual Property or other rights of any other person or entity, or contains any libelous, tortious, or otherwise illegal content.
No Personal Information will be made available to any third-party user and will not be included in the Market and Comparative Data, Reports, or in any other manner, in the App, Website or any written form, unless you give your informed, expressed, and explicit consent to distribute any Personal Information.
8. Term and Termination
This EULA is effective until terminated. You may terminate this EULA, and the license granted to you hereunder, at any time by destroying all copies of the App. This EULA, and the license granted to you herein, will terminate automatically and immediately if you fail to strictly comply with any term or condition of this EULA, including, without limitation, any attempt to transfer the App to another person or entity. You agree that, upon such termination, you will immediately destroy all copies of and cease using the App.
9. Confidentiality
ACHEEV acknowledges and agrees that your Personal Information and Pricing Information is confidential and proprietary to you, except to the extent that the (i) Pricing Information is contained in the Market and Comparative Data or Reports as provided herein, or (ii) you give your informed, expressed, and explicit consent to distribute any Personal Information. Further, ACHEEV acknowledges and agrees that ACHEEV and its officers, directors, employees, agents, independent contractors, and representatives shall all enter into confidentiality agreements which shall prohibit any of them from viewing or disseminating any of your Personal Information, except to the extent you give your informed, expressed, and explicit consent to distribute any Personal Information.
10. Intellectual Property Rights; Idea Submission
The term “Intellectual Property” means all forms of intellectual property rights and protections, whether registered or unregistered, that may be obtained for, or may pertain to, the App, Website, Market and Comparative Data, and/or Reports and include, without limitation: (a) all inventions, improvements, U.S., foreign and international design and utility patent registrations and applications (including all reissues, reexaminations, provisionals, divisionals, continuations, continuations-in-part and extensions of any patent or patent application) currently existing or hereafter filed, industrial designs and applications for registration of industrial designs; (b) all right, title and interest in and to all trade secrets and all trade secret rights and equivalent rights, including rights in know-how and confidential information, arising under the common law, civil law, provincial law, federal law and laws of foreign countries; (c) all right, title and interest in and to all mask works, copyrights, other works of authorship, literary property or author’s rights, whether or not protected by copyright or as a mask work, arising under common law, civil law, provincial law, federal law and laws of foreign countries; and (d) all right, title and interest in and to all proprietary indicia, trademarks, service marks, trade names, trade dress, symbols, logos and/or brand names protected under common law, civil law, provincial law, federal law and laws of foreign countries.
Except for the license expressly granted herein, delivery or downloading of the App will not constitute, or be construed by you, as a grant of any expressed or implied license or any other right to use, for any purpose, patents, trademarks, copyrights or any other Intellectual Property (as defined herein) owned by ACHEEV, its affiliates or its licensors. For the avoidance of doubt, ACHEEV retains sole and exclusive ownership of all Intellectual Property rights in the App, Website, Market and Comparative Data, and/or Reports, and you agree that you will not, with respect to any design or Intellectual Property related to the App, Website, Market and Comparative Data, and/or Reports, directly or indirectly apply for or submit to the U.S. Patent and Trademark Office or any other national or international patent or trademark office for any property right protection for Intellectual Property supplied by ACHEEV.
If you submit to ACHEEV a comment, idea, recommendation, suggestion or any other material (“Feedback”) related to the App, Website, Market and Comparative Data, and/or Reports (excluding any illegal content), including through the App or Website, you will and hereby do irrevocably assign to ACHEEV, without further consideration, all of your right, title and interest in and to such Feedback, and all Intellectual Property rights related thereto, throughout the world, and acknowledge that ACHEEV will be entitled to use and implement, and to authorize others to use and implement, such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent that the foregoing is deemed ineffective or not applicable, you will and hereby do, nonetheless, grant to ACHEEV (and its successors and assigns) a non-exclusive, perpetual, irrevocable, world-wide, royalty-free, paid-up right and license, with the right to grant sublicenses to others, through multiple levels, to use, display, reproduce, modify and distribute and otherwise freely exploit the Feedback, in whole or in part, in any and all media, whether alone or together or as part of any material of any kind or nature. Without limiting any of the foregoing, ACHEEV will have the right to use, copy, display, perform, distribute, modify and re-format Feedback in any manner that ACHEEV may determine. By submitting Feedback, you represent and warrant to ACHEEV that (i) you have all necessary rights in and to such Feedback to do so and to provide the foregoing assignments and grants, and (ii) none of the Feedback (or the information contained therein) infringes, misappropriates or violates any proprietary, Intellectual Property or other rights of any other person or entity, or contains any libelous, tortious, or otherwise illegal content.
11. Severability
If any provision of this EULA is determined by a court of competent jurisdiction to be void, invalid or unenforceable as written, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties hereto in accordance with applicable law. The remaining provisions of this EULA and the application of the challenged provision(s) to persons or circumstances other than those as to which it is void, invalid or unenforceable will not be affected thereby, and each such provision will be valid and enforceable to the full extent permitted by applicable law.
12. Waiver; Amendments
The waiver or failure of ACHEEV to exercise in any respect any of its rights set forth in this EULA will not be deemed a waiver or continuing waiver of any further right hereunder. This EULA can only be modified in a writing signed by an authorized officer of ACHEEV.
13. Governing Law; Dispute Resolution
This EULA will be interpreted in accordance with and governed by the internal laws of the State of Illinois, without giving effect to any choice-of-law or conflict of laws rules that would cause the application of the laws of any other jurisdiction. You hereby irrevocably consent in any suit, action or proceeding related to this EULA to the jurisdiction of the State of Illinois and to the venue of the federal and state courts or arbitration tribunals located in Cook County, Illinois. The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply.
All disputes, differences or questions arising out of or relating to this EULA, the App, the relations or transactions between the parties, or the validity, interpretation, breach, or violation or termination thereof, will be finally and solely determined and settled by arbitration at Chicago, Illinois, USA in accordance with the commercial arbitration rules of the American Arbitration Association. Said arbitration will be conducted in the English language and if the amount in controversy exceeds $50,000.00, will be conducted by a panel of (3) arbitrators (one arbitrator selected by You, one arbitrator selected by ACHEEV, the two selected arbitrators selecting the third arbitrator), otherwise said arbitration will be conducted by a single arbitrator. In any such arbitration proceedings, the arbitrator(s) will adopt and apply the provisions of the Federal Rules of Civil Procedure relating to discovery so that each party will allow and may obtain discovery of any matter not privileged which is relevant to the subject matter involved in the arbitration to the same extent as if such arbitration were a civil action pending in a United States District Court. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction.
14. Assignment
You will not transfer or assign this EULA, or any of your rights, duties or liabilities hereunder, without ACHEEV’s prior written consent. ACHEEV may, without your prior written consent, assign its rights to, and cause its obligations under this EULA to be assumed by any successors, assigns, or transfers by sale, merger, or otherwise all or substantially all of ACHEEV’s assets or equity interests.
15. Headings
Headings in this EULA are for convenience only and will not be used to interpret or construe its provisions.
16. Third Party Beneficiaries
Except for ACHEEV’s affiliates and licensors, this EULA will not be deemed to create any rights in any third parties, including suppliers and customers of a party, or to create any obligations of a party to any such third parties.
17. Entire Agreement
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS, CONDITIONS AND RESTRICTIONS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS EULA IS THE COMPLETE AND EXCLUSIVE STATEMENT OF YOUR AGREEMENT WITH ACHEEV RELATING TO THE APP, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE APP.
18. Language
The parties acknowledge that they have required the EULA to be drafted in English. Les parties ont convenu que cette convention et tous les documents y afférents soient rédigés en anglais. Any translation of this EULA made from the English language to any other language shall be done for information purposes only. In the case of a discrepancy between the English text of this EULA and any translation thereof (or their interpretation), the English text shall prevail.
19. No Party to be Deemed a Draftsman
If an ambiguity shall appear in this EULA, such ambiguity shall not be resolved by interpreting this EULA against any party as the draftsman. The language of this EULA shall be interpreted simply according to its fair meaning.
20. Survival
Any provision of this EULA that contemplates performance or observance subsequent to any termination or expiration of this EULA, including without limitation, Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 will survive any termination or expiration of this EULA and continue in full force and effect.