Terms of Service

1. Introduction. 

This Agreement (the “Agreement”) sets forth the terms and conditions under which You are licensed to access or use Bright Lion’s products and services, including our PCI DSS compliance solution system, Zencurity, and Point-to-Point Encryption (P2PE) Keypad Devices, and any associated products and services (“Products and Services”). This Agreement applies to all End Users (collectively, “End User(s),” “You,” “Your”). This Agreement may be modified at any time and for any reason. Please read this Agreement carefully. By continuing to access or use Bright Lion’s software, You agree to enter into this Agreement and to be bound legally bound by all the terms and conditions of this Agreement. If You do not agree to any of the terms of this Agreement, You are not permitted to use, copy, or access Bright Lion’s software. 

2. Definitions. 

Capitalized terms have the meanings set forth or referred to in this Section 2:

“Affiliate” of an Entity means any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Entity. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of an Entity, whether through the ownership of voting securities, by contract, or otherwise.

 “Controlled Technology” means any software, documentation, technology or other technical data, or any products that include or use any of the foregoing, the export, re-export or release of which to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval, under any Law, including the US Export Administration Act and its associated regulations.

“Documentation” means any and all manuals, instructions and other documents and materials that Bright Lion provides or makes available to You in any form or medium which describe the functionality, components, features or requirements of the Licensed Software, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

“End User” means an Entity that uses the Products and Services, including the Licensed Software.

“Entity” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

“Licensed Software” means PCI DSS Compliance as a Service including all components of Zencurity Software programs, applications, and APIs for secure payment card processing, together with any respective Maintenance Releases and all related Documentation provided to You pursuant to this Agreement.

 “Loss” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Products and Services, including any updated Documentation, that Bright Lion may provide to You from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Products and Services, but does not include any New Version.

“New Version” means any new version of the Products and Services that Bright Lion may from time to time introduce and market generally as a distinct licensed product (as may be indicated by Bright Lion’s designation of a new version number), and which Bright Lion may make available to You at an additional cost under a separate written agreement.

“Open-Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

 “Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors and legal advisors.

 “Third party Materials” means materials and information, in any form or medium, that are not proprietary to Bright Lion, including any third party: (a) documents, data, content or specifications; (b) Open-source Components or other software, hardware or other products, facilities, equipment or devices; and (c) accessories, components, parts or features of any of the foregoing. 

“Zencurity” refers to PCI compliance and payment processing system including software update, secure storage, key store and certificate management and cryptographic operations capabilities.

3. Service. 

The Services may include, but are not limited to, our websites, applications, APIs, tools, platform, add-ons, notifications, links, and/or other products and services that we may offer to you to provide PCI compliance, including the Licensed Software. Bright Lion reserves the right to temporarily or permanently suspend the Services to You or to other users generally and to create limits on usage at our sole discretion at any time, but are not obligated to do so. 

4. License. 

Subject to the terms and conditions of this Agreement, and conditioned on Your and its End Users’ compliance therewith, Bright Lion hereby grants to You a non-exclusive, non-sublicensable and non-transferable, limited license as set forth in this Section 4 to use the Products and Services solely for the Permitted Use during the Term. You are solely responsible for any authorized or unauthorized access to the Products and Services. You agree to comply with all laws and regulations applicable to the gathering, processing, storing, transmitting, and dissemination of business or personal information.

5. Use Restrictions. 

Except as this Agreement expressly permits, and subject to any Open-Source Components, You shall not, and shall not permit any other Entity to:

  1. copy, modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements, in whole or in part, of any Products and Services;

  2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Products and Services to any Entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

  3. reverse engineer, disassemble, decompile, decode or adapt the Products and Services, including attempting to derive or gain access to the source code of the Licensed Software, in whole or in part;

  4. bypass or breach any security device or protection used for or contained in the Products and Services;

  5. remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks or serial numbers on or relating to any copy of the Products and Services;

  6. use the Products and Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other rights of any Entity, or that violates any applicable Law; 

  7. use the Products and Services for purposes of: (i) benchmarking or competitive analysis of the Products and Services; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to Bright Lion’s detriment or commercial disadvantage;

  8. use the Products and Services in or in connection with the design, construction, maintenance, operation or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Products and Services could lead to personal injury or severe physical or property damage; or

  9. use (i) the Products and Services other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement; or (ii) any Open-Source Components in any manner or for any purpose or application not expressly permitted by the controlling Open-Source License.

6. Maintenance. 

During the Term, Bright Lion may, in its sole discretion, provide Maintenance Releases (including updated Documentation) at no additional charge. All Maintenance Releases, on being provided by Bright Lion to You hereunder, are subject to all applicable terms and conditions in this Agreement. You agree to install all Maintenance Releases as soon as practicable after receipt. You do not have any right hereunder to receive any New Versions of the Products and Services that Bright Lion may, in its sole discretion, release from time to time. 

7. Alterations to the Products and Services. 

Bright Lion may change, modify, suspend, or discontinue any aspect of the Products and Services at any time, including removing features or revising the effectiveness of certain features in an effort to improve the overall performance of the Products and Services. Bright Lion may also impose limits on certain features or restrict Your access to parts or all of the Products and Services without notice or liability. 

8. Confidentiality. 

For the purposes of this Agreement, “Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that the disclosing party (“the Disclosing Party”) considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential.” Without limitations, Confidential Information includes the Products and Services, including the Licensed Software (both source and object code) and Documentation, algorithms, development techniques, the results of all evaluations, testing, benchmarking and the like of the Products and Services, support techniques, methodologies, formulae, business plans, research and development strategies, financial, marketing, and other business information, as well as know-how and proprietary information related to the foregoing. Each party agrees to: (a) preserve and protect the confidentiality of the other party’s Confidential Information using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; (b) not access or use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; and (c) not disclose or permit access to Confidential Information to any third party except information that: (i) was rightfully known to the receiving party (the “Receiving Party") without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and use its best efforts to prevent further unauthorized use or disclosure.

8.1 Trade Secret. 

Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 7 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

8.2 Compelled Disclosures. 

If the Receiving Party  or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 7; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.2, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

9. Fees and Payment. 

In consideration of the rights granted to You under this Agreement, You agree to pay all applicable fees and taxes incurred by You or on behalf of You in accordance with Bright Lion’s payment terms. Without limiting the foregoing, You are responsible for all sales, service, 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 You hereunder. Failure to pay all applicable fees and taxes may result in suspension of Your use of the Products and Services, revocation of the grant of a license hereunder, and/or any other courses of actions solely at Bright Lion’s discretion. You acknowledge that Bright Lion is not required to refund amounts you pay, if any, to Bright Lion, its authorized distributors and/or resellers for use of the Products and Services, or for purchases made, if any, from Bright Lion, its authorized distributors and/or resellers, for any reason. If you fail to cease use of the Products and Services following the termination of this Agreement, You will be responsible for all costs and expenses incurred by Bright Lion as a result thereof subject to an invoice from Bright Lion.

10. Security Measures and Consent to Monitor. 

10.1 Privacy Policy.

Bright Lion and its Representatives may periodically collect, maintain, process and use diagnostic, technical, usage and related information, including information about Your devices, computers, systems, software, and peripherals. Bright Lion and its Representatives may use this information, as long as it is in a form that does not personally identify you, to improve the performance of the Products and Services, develop Maintenance Releases, provide product support, and other services to You.

10.2 Audit Rights. 

Bright Lion or a third party designated by Bright Lion in its sole discretion has the right to verify Your compliance with the terms of this Agreement and enforce Bright Lion’s rights, including all Intellectual Property Rights, in and to the Products and Services. Bright Lion may deny any individual access to and/or use of the Products and Services if Bright Lion, in its sole discretion, believes that Your use of the Products and Services or another person’s use of the Products and Services on Your behalf would violate any provision of this Agreement.

11. Intellectual Property Rights.

11.1 Ownership. 

You acknowledge and agree that:

  1. the Products and Services, including the Licensed Software and Documentation are licensed, not sold, to You by Bright Lion and Bright Lion will remain the sole and exclusive owner of all right, title and interest in and thereto; and

  2. You hereby unconditionally and irrevocably assign to Bright Lion or Bright Lion’s designee, the entire right, title and interest in and to any Intellectual Property Rights that You may now or hereafter have in or relating to the Products and Services (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment or otherwise.

11.2 Notice of Infringement. 

You shall, during the Term:

  1. safeguard the Products and Services (including all copies thereof, if any) from infringement, misappropriation, theft, misuse or unauthorized access;

  2. at Bright Lion’s expense, take all such steps as Bright Lion may reasonably require to assist Bright Lion in maintaining the validity, enforceability and Bright Lion’s ownership of the Intellectual Property Rights in the Products and Services;

  3. promptly notify Bright Lion in writing if You become aware of:

  1. any actual or suspected infringement, misappropriation or other violation of Bright Lion’s Intellectual Property Rights in or relating to the Products and Services; or

  2. any claim that the Products and Services, including any production, use, marketing, sale or other disposition of the Products and Services, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any Entity; and

4. fully cooperate with and assist Bright Lion in all reasonable ways in the conduct of any claim, suit, action or proceeding (each, an “Action”) by Bright Lion to prevent or abate any actual or threatened infringement, misappropriation or violation of Bright Lion’s rights in, and to attempt to resolve any claims relating to, the Products and Services, including testifying when requested and making available for discovery or trial relevant records, papers, information, samples, specimens and the like.

11.3 No Implied Rights. 

Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to You or any third party any Intellectual Property Rights or other rights, title, or interest in or to any of the Products and Services.

12. Term and Termination.

12.1 Term.

This Agreement is effective as of the date of acceptance of this Agreement (the “Effective Date”), and shall remain in effect until it is terminated or superseded by a New Agreement, or, if neither of the foregoing events occurs, as long as you continue using the Products and Services (the “Term”). In the event that Bright Lion chooses to cease providing the Products and Services or licenses a third party the right to provide the Products and Services, Bright Lion may, but is not obligated to, provide you with prior notice.

12.2 Termination.

This Agreement may be terminated at any time by you or Bright Lion. Your rights under this Agreement will automatically terminate if you fail to comply with any of its terms. 

12.3 Effect of Termination or Expiration. 

On the expiration or earlier termination of this Agreement, all rights, licenses, and authorizations granted to You hereunder will immediately terminate and You shall immediately cease all use of and other activities with respect to the Products and Services.

12.4 Surviving Terms. 

The provisions set forth in the following sections, and any other right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: this Section 11.4, Section 2 (Definitions), Section 7 (Confidentiality), Section 8.2 (Post-Termination Fees), Section 10 (Intellectual Property Rights), Section 11.3 (Effect of Termination or Expiration), Section 12 (No Warranty), 13 (Indemnification), Section 14 (Limitations of Liability), and Section 17 (Miscellaneous).

13. NO WARRANTY. 

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PRODUCTS AND SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND SERVICES PERFORMED OR PROVIDED BY BRIGHT LION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND BRIGHT LION HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCTS AND SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OR QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BRIGHT LION OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE PRODUCTS AND SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. ALL OPEN-SOURCE COMPONENTS AND OTHER THIRD PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN YOU AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN-SOURCE COMPONENTS AND THIRD PARTY MATERIALS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 

14. Indemnification. 

You hereby agree to defend and indemnify Bright Lion, its parent, subsidiaries, licensors, and affiliates against and from any third party claims, liabilities, losses, injuries, damages, costs, or expenses incurred by Bright Lion arising out of or from: (a) Your actual or alleged breach of this Agreement; (b) personal or bodily injury or property damage caused by You; (c) Your negligence, willful misconduct, or fraud; (d) Your violation of Laws; or (e) Your use of the Products and Services, or any specific services or features associated therewith. 

15. Limitations of Liability.

IN NO EVENT WILL BRIGHT LION, ITS PARENT, SUBSIDIARIES, LICENSORS, AND AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY (a) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (b) LOSS OF GOODWILL OR REPUTATION, (c) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY PRODUCTS OR SERVICES OR OPEN-SOURCE COMPONENTS OR OTHER THIRD PARTY MATERIALS, (d) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (e) COST OF REPLACEMENT GOODS OR SERVICES, (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, OR (g) DEATH, BODILY INJURY, OR DAMAGE TO TANGIBLE PROPERTY, IN EACH CASE REGARDLESS OF WHETHER SUCH ENTITIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, BRIGHT LION’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

16. Export Regulation.

You shall not, or permit any other Entity to, export, re-export or release, directly or indirectly any Controlled Technology to any country, jurisdiction or Entity to which the export, re-export or release of Controlled Technology (a) is prohibited by applicable Law or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).

17. Force Majeure. 

In no event will Bright Lion be liable or responsible to You, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Bright Lion’s reasonable control (a “Force Majeure Event”), including natural disaster, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of ninety (90) days or more.

18. Miscellaneous.

18.1 Relationship of the Parties. 

Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other forms of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 

18.2 Notices.

Any notice, request, consent, claim, demand, waiver or other communication under this Agreement will have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such addressee party may designate from time to time in accordance with this Section 17.2):

All notices given by You under this Agreement shall be in writing and addressed to: 

Bright Lion, Inc., 

One World Trade Center

121 SW Salmon St. 11th Floor

Portland, OR 97204. USA

All notices given by Bright Lion under this Agreement shall be given to You either through written notice, email, or Bright Lion website.

Notices sent in accordance with this Section 17.2 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or e-mail, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

18.3 Interpretation.

For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments and appendices to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other documents as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

18.4 Entire Agreement. 

This Agreement, 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 this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. 

18.5 Assignment. 

You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without Bright Lion’s prior written consent. Any purported assignment, delegation or transfer in violation of this Section 18.5 is null and void. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

18.6 Severability. 

If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties 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.

18.7 Governing Law; Submission to Jurisdiction. 

This Agreement is governed by and construed in accordance with the internal laws of the State of Oregon 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 Oregon. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon in each case located in the city of Portland and County of Multnomah, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other documents by mail to such party's address set forth herein will be effective service of process for any suit, action or other proceeding brought in any such court. 

18.8 Equitable Remedies.

You acknowledge and agree that Your breach or threatened breach of this Agreement would cause Bright Lion irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Bright Lion will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, 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.