READOUT AI TERMS OF SERVICE
Please pay careful attention to the following terms, which create a legal agreement between you and Readout AI, Inc., a Delaware corporation (“Readout AI”).
The following Terms of Service (the “Terms of Service“) govern your (“Customer“) access to and use of the Readout AI website and software application, including any content, functionality, and services offered on or through https://readout.ai, whether as a guest or a registered user (the “Services“). By checking the box accepting these Terms of Service or using or accessing any part of the Services, you agree to be bound by these Terms of Service. If you disagree with any of these Terms of Use, do not use the Website. Readout AI and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
1. Definitions.
“Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Readout AI in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms of Service and (ii) for whom access to the Services has been purchased hereunder.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services including information output by the Services using Customer Data (“Results”).
“Documentation” means guides relating to the Services provided by Readout AI to Customer either electronically or in hard copy form.
“Readout AI IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Readout AI IP includes Aggregated Statistics and any information, data, or other content derived from Readout AI’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data or Results.
“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Readout AI.
2. Access and Use.
2.1 Provision of Access. Subject to the terms and conditions of these Terms of Service, Readout AI hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 11.7) right to access and use the Services, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal, clinical, educational, or research use but not for commercial use.
2.2 Documentation License. Subject to the terms and conditions contained in these Terms of Service, Readout AI hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11.7) license to use the Documentation solely for Customer’s internal business purposes in connection with its use of the Services.
2.3 Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in these Terms of Service and, in the case of Third-Party Materials, the applicable third-party license agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
2.4 Reservation of Rights. Nothing in these Terms of Service grant any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to Readout AI IP or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to Readout AI IP and the Third-Party Materials are and will remain with Readout AI and the respective rights holders in the Third-Party Materials.
2.5 Suspension. Notwithstanding anything to the contrary in these Terms of Service, Readout AI may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Readout AI reasonably determines that (A) there is a threat or attack on any of the Readout AI IP; (B) Customer’s or any Authorized User’s use of the Readout AI IP disrupts or poses a security risk to the Readout AI IP or to any other customer or vendor of Readout AI; (C) Customer, or any Authorized User, is using the Readout AI IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Readout AI’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Readout AI has suspended or terminated Readout AI’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 4.1(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Readout AI shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Readout AI shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Readout AI will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
2.6 Aggregated Statistics. Notwithstanding anything to the contrary in these Terms of Service, Readout AI may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Readout AI and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Readout AI. Customer acknowledges that Readout AI may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Readout AI may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information (defined below).
2.7 Changes. Readout AI reserves the right, in its sole discretion, to make any changes to the Services and Documentation that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Readout AI’s services to its customers; (ii) the competitive strength of or market for Readout AI’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law.
3. Customer Responsibilities. Customer is responsible and liable for all uses of the Services, Documentation, and Results resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms of Service if taken by Customer will be deemed a breach of these Terms of Service by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms of Service’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions. Customer is responsible for Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services on or through which the Services are accessed or used. Readout AI does not store Results. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. REDOUT AI HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA OR RESULTS.
4. Fees and Payment.
4.1 Fees. Customer shall pay Readout AI the fees (“Fees”) as set forth in any subscription or service order with Readout AI without offset or deduction. Customer shall make all payments hereunder in US dollars. If Customer fails to make any payment when due, without limiting Readout AI’s other rights and remedies: (i) Readout AI may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Readout AI for all reasonable costs incurred by Readout AI in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 15 days or more, Readout AI may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
4.2 Taxes. All Fees and other amounts payable by Customer under these Terms of Service are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Readout AI’s income.
5. Confidential Information. From time to time, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under these Terms of Service, including to make required court filings. Upon the expiration or termination of any subscription or service order or the disclosing Party’s reasonable request, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.
6. Intellectual Property Ownership; Feedback.
6.1 Readout AI IP. Customer acknowledges that, as between Customer and Readout AI, Readout AI owns all right, title, and interest, including all intellectual property rights, in and to the Readout AI IP.
6.2 Customer Data. Readout AI acknowledges that, as between Readout AI and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Readout AI a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Readout AI to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
6.3 Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Readout AI by mail, email, telephone, or otherwise, suggesting or recommending changes to the Readout AI IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Readout AI is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Readout AI on Customer’s behalf, and on behalf of its employees, contractors or agents, all right, title, and interest in, and Readout AI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Readout AI is not required to use any Feedback.
7. Warranty Disclaimer. THE READOUT AI IP AND RESULTS ARE PROVIDED “AS IS” AND READOUT AI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. READOUT AI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. READOUT AI MAKES NO WARRANTY OF ANY KIND THAT THE READOUT AI IP, OR ANY RESULTS OR PRODUCTS GENERATED BY THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
8. Indemnification.
8.1 Readout AI Indemnification.
(i) Readout AI shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services (excluding Third-Party Materials) in accordance with these Terms of Service, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies Readout AI in writing of such Third-Party Claim, cooperates with Readout AI, and allows Readout AI sole authority to control the defense and settlement of such Third-Party Claim.
(ii) If a Third Party-Claim is made or appears possible, Customer agrees to permit Readout AI, at Readout AI’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Readout AI determines that neither alternative is reasonably available, Readout AI may terminate these Terms of Service, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section 8.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Readout AI or authorized by Readout AI in writing; (B) modifications to the Services not made by Readout AI; (C) Customer Data; of (D) Third-Party Materials.
8.2 Customer Indemnification. Customer shall indemnify, hold harmless, and, at Readout AI’s option, defend Readout AI from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with these Terms of Service, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms of Service; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Readout AI or authorized by Readout AI in writing; or (iv) modifications to the Services not made by Readout AI, provided that Customer may not settle any Third-Party Claim against Readout AI unless Readout AI consents to such settlement, and further provided that Readout AI will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
8.3 Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND READOUT AI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
9. Limitations of Liability. IN NO EVENT WILL READOUT AI BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER READOUT AI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL READOUT AI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO READOUT AI UNDER THESE TERMS OF SERVICE IN THE PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. Termination.
10.1 Termination. In addition to any other express termination right set forth in these Terms of Service:
(i) Readout AI may terminate these Terms of Service, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 15 days after Readout AI’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2.3 or Section 5;
(ii) either Party may terminate these Terms of Service, effective on written notice to the other Party, if the other Party materially breaches these Terms of Service, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(iii) either Party may terminate these Terms of Service, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
10.2 Effect of Termination. Upon termination of these Terms of Service, Customer shall immediately discontinue use of the Readout AI IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Readout AI IP and certify in writing to the Readout AI that the Readout AI IP has been deleted or destroyed. No termination will affect Customer’s obligation to pay all Fees that may have become due before such termination or entitle Customer to any refund.
10.3 Survival. The following provisions will survive termination of these Terms of Service: Sections 4, 5, 6, 7, 8, 9, and 11 and any provisions that must survive to meet their essential purpose.
11. Miscellaneous.
11.1 Entire Agreement. These Terms of Service, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms of Service and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
11.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth herein (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms of Service, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
If to Readout AI: 466 Foothill Blvd, #327, La Canada, CA 91011
If to Customer: at the address given when accessing or ordering the Services
11.3 Force Majeure. In no event shall Readout AI be liable to Customer, or be deemed to have breached these Terms of Service, for any failure or delay in performing its obligations under these Terms of Service, if and to the extent such failure or delay is caused by any circumstances beyond Readout AI’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate power or telecommunication services, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
11.4 Amendment and Modification; Waiver. No amendment to or modification of these Terms of Service is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms of Service, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms of Service will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
11.5 Severability. If any provision of these Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms of Service so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
11.6 Governing Law; Submission to Jurisdiction. These Terms of Service is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to these Terms of Service or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of Los Angeles, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
11.7 Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms of Service or the transactions contemplated hereby.
11.8 Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Readout AI. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms of Service is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
11.9 Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
11.10 US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
11.11 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Last Updated on: March 01, 2023
