These MemBrowse Terms of Service ("Agreement") are entered into by and between Papernov Consulting LLC d/b/a MemBrowse ("MemBrowse" or "we") and the entity or person placing an order for or accessing the Service ("Customer" or "you"). If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" in this Agreement mean your company.
If you have a separate written agreement with MemBrowse for your use of the Service, this Agreement will not apply to you.
Open-source projects and non-profit foundations: If you are accepting on behalf of an open-source project (including an Apache Software Foundation, Linux Foundation, Eclipse Foundation or similar project), a registered non-profit, or an academic / research institution, this Agreement does not apply to you. Please refer instead to our separate, self-contained Open Source & Non-Profit Terms of Service, which apply in lieu of this Agreement for Eligible Projects and are designed to be safely adoptable under foundation legal-review policies.
This Agreement permits Customer to purchase subscriptions to the Service and other services from MemBrowse pursuant to MemBrowse ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Orders") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Certain capitalized terms are defined in Section 20 (Definitions) and others are defined contextually in this Agreement. The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service through any online provisioning, registration or order process or (b) the effective date of the first Order referencing this Agreement.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE UNDER THE AGE OF 16, PLEASE DO NOT USE THE SERVICE.
MemBrowse offers a software-as-a-service platform designed to analyze, track, and visualize memory usage in embedded firmware builds. The Service enables Customer to monitor memory consumption patterns, set memory budgets, and enforce memory limits as gates in continuous integration and continuous deployment (CI/CD) pipelines. Customer uses the CLI Tool or GitHub Actions integration to submit Service Data about Customer Firmware Projects to the Service. The CLI Tool is open-source software made separately available by MemBrowse and is subject to its own license terms. Customer controls what Service Data (including what, if any, personal information) are sent to and processed by the Service by configuring the CLI Tool and the Service. Customer may also elect to authenticate with certain Third-Party Platforms (e.g., GitHub, Google) through supported integrations.
During the Subscription Term, Customer may access and use the Service only for its internal business purposes in accordance with any Scope of Use and the Documentation and this Agreement.
Only Users may access or use the Service. The Service is not intended for and should not be used by anyone under the age of 16. Customer must ensure that all its Users are over 16 years old. Each User must keep login credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by MemBrowse's breach of this Agreement). Customer will promptly notify MemBrowse if it becomes aware of any compromise of any User login credentials. MemBrowse uses User account information as described in its Privacy Policy, but the Privacy Policy does not apply to Service Data.
Customer will not (and will not authorize anyone else to):
In order to use the Service, Customer may be required to use the CLI Tool to send Service Data about Customer Firmware Projects to the Service. The CLI Tool is open-source software that MemBrowse makes separately available in public repositories. Customer's use of the CLI Tool is subject to the applicable open-source license terms provided with the CLI Tool and not the terms of this Agreement. Customer's failure to properly implement or use the CLI Tool may cause certain features of the Service to be unavailable or cease to function. The Service excludes the CLI Tool, and MemBrowse shall have no warranty, support, indemnity or other obligations with respect to the CLI Tool under this Agreement beyond the Service's API compatibility.
If Customer has purchased a paid subscription to the Service, unless otherwise specified in an Order, during the Subscription Term MemBrowse will provide Support through MemBrowse's online support page or by email at support@membrowse.com. MemBrowse will use reasonable efforts to respond to Support requests during business hours. For free or unpaid subscriptions to the Service, please visit our online support page for any support-related questions.
Customer controls the types and amounts of Service Data (including what, if any, personal information is included) that are submitted to the Service through Customer's configuration and use of the CLI Tool, the Service and Third-Party Platforms. Customer is responsible for its configuration of the CLI Tool and the Service (including any decision not to use available data scrubbing tools or other privacy or security settings or features).
a. Service Data. Subject to this Agreement, and solely to the extent necessary to provide, maintain and improve the Service and Support to Customer, Customer grants MemBrowse the non-exclusive, worldwide right, during the term of this Agreement, to access, use, process, copy, perform, store, export, transmit and display Service Data. Solely to the extent reformatting Service Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to modify and create derivative works of Service Data. This includes the right to perform memory analysis, deduplication, and comparison operations, including storing Service Data in base and delta formats for optimization purposes. MemBrowse may collect and use Usage Data to operate, improve and support the Service and for other legitimate business purposes. In addition to the rights granted above, MemBrowse may use Non-Identifying Data for Additional Uses. Only to the extent Customer so authorizes via its configuration of the Service, MemBrowse may use other elements of Service Data for Additional Uses; provided, however, that MemBrowse will not disclose any Service Data used in this manner externally unless it has been Aggregated or Anonymized.
b. Usage Data. Notwithstanding anything to the contrary in the Agreement, MemBrowse may collect and use Usage Data to operate, improve and support the Service and for Additional Uses. MemBrowse will not disclose Usage Data externally, including in benchmarks or reports, unless it has been Aggregated or Anonymized.
MemBrowse uses reasonable technical and organizational measures designed to protect the Service and Service Data.
Unless Customer and MemBrowse have entered into a DPA, Customer will not submit any Personal Data to the Service beyond what is reasonably necessary for firmware memory analysis (such as developer names and email addresses in git commit information). Customers subject to the GDPR or other applicable data protection laws may request MemBrowse's standard Data Protection Addendum at support@membrowse.com.
MemBrowse stores Service Data in the United States. MemBrowse may process Service Data in the United States or in countries where its Affiliates and third-party sub-processors are located.
During the Subscription Term, Customer may export or delete its Service Data from the Service using the export and deletion features described in the Documentation. After the Subscription Term, MemBrowse will delete Service Data in accordance with its standard schedule and procedures.
Customer is responsible for all Service Data, including its accuracy, and agrees to comply with Laws and the Documentation in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use Service Data with the Service and grant MemBrowse the rights in Section 4.2 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to Service Data.
Customer must not use the Service with Sensitive Personal Information. Customer acknowledges that the Service is not intended to meet any legal obligations for processing such information, including HIPAA requirements. Notwithstanding anything else in this Agreement, MemBrowse has no liability for Sensitive Personal Information submitted to the Service.
MemBrowse may suspend Customer's access to the Service and related services: (i) if Customer breaches Section 2.3 (Restrictions) or Section 5 (Customer Obligations), (ii) if Customer's account is 30 days or more overdue, or (iii) if Customer's actions risk harm to other customers or the security, availability or integrity of the Service (including by regularly exceeding any applicable rate limits). Where practicable, MemBrowse will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, MemBrowse will promptly restore Customer's access to the Service in accordance with this Agreement.
Certain features or functionality of the Service may require Customer to use Third-Party Platforms. Use of Third-Party Platforms is subject to Customer's agreement with the relevant provider and not this Agreement. MemBrowse does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Service Data. If Customer enables a Third-Party Platform with the Service, MemBrowse may access and exchange Service Data with the Third-Party Platform on Customer's behalf.
MemBrowse does not provide any professional, consulting, work-for-hire, custom development or similar services of any type.
Unless otherwise set forth on the applicable Order, each Subscription Term will automatically renew for an equivalent period unless either party gives the other party notice of non-renewal before the current Subscription Term ends (with respect to Customer, in accordance with Section 9.5 below).
Fees are as described in each Order or as published on MemBrowse's website for the applicable subscription tier. Seats represent unique people with access to your projects (owner, members, and contributors). Billing adjusts automatically when seats change, with immediate proration for increases and credits applied at the next billing cycle for decreases. Fees are invoiced on the schedule in the Order. Unless the Order provides otherwise, all fees are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at MemBrowse's then-current rates, regardless of any discounted pricing in a prior Order; provided, however, that if the then-current renewal rate exceeds the rate Customer paid during the prior Subscription Term, MemBrowse will provide Customer with at least thirty (30) days' prior email notice of such increase before the renewal date. Except as expressly otherwise set forth herein, all fees are non-refundable. All Fees are exclusive of any applicable sales or other taxes or similar fees imposed by any government authority. Customer will (a) pay or reimburse all such taxes and fees (including any interest or penalties), if any, due, based on or measured by amounts payable by Customer under this Agreement (excluding taxes based on MemBrowse's net income) or (b) furnish MemBrowse with evidence acceptable to the applicable government authority to sustain an exemption therefrom. If Customer is required by Laws to deduct withholding taxes from payments to MemBrowse, Customer will increase the amount payable to MemBrowse as necessary so that after making all required deductions and withholdings, MemBrowse receives and retains (free from any tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.
All subscription tiers provide unlimited memory report uploads. Billing is based on the number of seats. A "seat" is a unique individual with access to Customer's projects, including (i) the project owner, (ii) invited team members, and (iii) contributors whose commits have been analyzed by MemBrowse, whether or not that individual has registered a MemBrowse account. When Customer adds or removes team members or contributors, the seat count adjusts automatically and billing is prorated accordingly. Seat increases are billed immediately on a prorated basis. Seat decreases result in credits applied to the next billing cycle. Customer may view current seat count and billing information in the account settings dashboard.
If Customer is purchasing the Service via credit card, debit card or other payment card ("Credit Card"), the following terms apply. Credit Card payments are processed by Stripe, Inc., a third-party payment processor. By providing payment information, Customer agrees to be bound by Stripe's Services Agreement (available at https://stripe.com/legal/ssa) and Privacy Policy (available at https://stripe.com/privacy). MemBrowse does not store Customer's complete Credit Card information.
a) Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase the Service, Customer hereby authorizes MemBrowse (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's use of the Service and may include fees for On Demand Usage for the prior month.
b) Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may charge a foreign transaction fee or other charges.
c) Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to MemBrowse and MemBrowse may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
d) Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information in its account settings.
e) Payment of Outstanding Fees. Upon any termination, expiration or cancellation of a Subscription Term, MemBrowse will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Service during the Subscription Term (including any fees for On Demand Usage), after which MemBrowse will not charge Customer's Credit Card for any additional fees.
If Customer does not want to renew a subscription, Customer may cancel its account(s)/subscription(s) (i) from its account settings or (ii) by sending an email to support@membrowse.com from the email address associated with Customer's account. MemBrowse will confirm receipt of any email cancellation request within a reasonable period. Any cancellation will take effect at the end of Customer's then-current Subscription Term, and Customer will continue to owe all fees (including, if applicable, monthly subscription fees and fees for any On Demand Usage) for the duration of the then-current Subscription Term. Notwithstanding the foregoing, MemBrowse reserves the right, at its sole and absolute discretion, to permit Customer to cancel its subscription immediately without further liability by making a lump-sum payment to MemBrowse that is equal to the upcoming three (3) months of subscription fees that Customer would otherwise have owed MemBrowse.
If Customer upgrades its plan or Scope of Use, we will immediately bill Customer for the applicable subscription fees with proration for the current billing period. Customer may also upgrade or downgrade subscription tiers through the Stripe Customer Portal. Changes to subscription tiers may go into effect immediately or at the end of Customer's then-current Subscription Term, depending on the nature of the change. There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. Downgrading account(s) may cause the loss of Service Data, features, or capacity of such account(s). We do not accept any liability for such loss.
The Service, Support and all related MemBrowse services are provided "AS IS". MemBrowse and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Unless otherwise expressly stated in this Agreement, MemBrowse does not warrant that Customer's use of the Service will be uninterrupted or error-free, that MemBrowse will review Service Data for accuracy or that it will maintain Service Data without loss. MemBrowse is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside MemBrowse's control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period. MemBrowse does not warrant that using the Service will enable Customer to identify all memory issues or inefficiencies in Customer Firmware Projects or that Customer will be able to resolve memory issues reported by the Service. MemBrowse makes no warranties regarding the performance of Customer Firmware Projects and, as between the parties, Customer is solely responsible for Customer Firmware Projects. MemBrowse does not warrant that memory budget gates configured in CI/CD pipelines will prevent all memory-related issues or that such gates will function without error.
This Agreement starts on the Effective Date and continues until expiration, cancellation or termination of all Subscription Terms.
Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
Upon expiration or termination of this Agreement or an Order, Customer's access to the Service will cease. At the disclosing party's request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party's Confidential Information (excluding Service Data, which is addressed in Section 4.6). Service Data and other Confidential Information may be retained in the receiving party's standard backups after deletion but will remain subject to this Agreement's confidentiality restrictions.
These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), 4.2 (Data Use), 5 (Customer Obligations), 9.2 (Fees and Taxes), 9.3 (On Demand), 9.4 (Payment via Credit Card) 10 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Terms) and 20 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for MemBrowse's use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Service Data provided to MemBrowse. Except for Customer's use rights in this Agreement, MemBrowse and its licensors retain all intellectual property and other rights in the Service and related MemBrowse technology, including any modifications or improvements to these items made by MemBrowse. If Customer provides MemBrowse with feedback or suggestions regarding the Service or other MemBrowse offerings, MemBrowse may use the feedback or suggestions without restriction or obligation.
Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
Except for Excluded Claims, each party's (and its suppliers') entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to MemBrowse during the prior 12 months under this Agreement.
"Excluded Claims" means: (a) Customer's breach of Sections 2.3 (Restrictions) or 5 (Customer Obligations), (b) Customer's breach of Section 15 (Confidentiality) or (c) amounts payable to third parties under the indemnifying party's obligations in Section 14 (Indemnification).
The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Customer will defend MemBrowse from and against any third-party claim to the extent resulting from Service Data or Customer's breach or alleged breach of Section 5 (Customer Obligations) and will indemnify and hold harmless MemBrowse against any damages or costs awarded against MemBrowse (including reasonable attorneys' fees) or agreed in settlement by Customer resulting from the claim.
MemBrowse will defend Customer from and against any third-party claim alleging that Customer's authorized use of the Service in accordance with this Agreement infringes a third party's intellectual property rights, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys' fees) or agreed in settlement by MemBrowse resulting from such claim. MemBrowse's obligations under this Section 14.2 do not apply to claims arising from (a) Service Data, (b) Customer's combination of the Service with products, services or content not provided by MemBrowse where the claim would not have arisen but for that combination, (c) Customer's use of the Service in breach of this Agreement, or (d) any modification of the Service not made by MemBrowse. MemBrowse's total liability under this Section 14.2 is subject to the liability cap in Section 13.2.
The indemnifying party's obligations in this Section 14 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party's prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when MemBrowse is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
"Confidential Information" means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. MemBrowse's Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer's Confidential Information includes Service Data.
As a receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for MemBrowse, the subcontractors referenced in Section 19.9), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.
These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party's Confidential Information.
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.
Nothing in this Agreement prohibits either party from making disclosures, including of Service Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
If Customer receives access to the Service or Service features on a no-charge, free or trial basis or as an alpha, beta or early access offering ("No-Charge Products"), use of such No-Charge Products is permitted only during the period designated by MemBrowse (or if not designated, 30 days). No-Charge Products are optional and either party may terminate No-Charge Products at any time for any reason. No-Charge Products may be inoperable, incomplete or include features that MemBrowse may never release, and their features and performance information are MemBrowse's Confidential Information. Notwithstanding anything else in this Agreement, MemBrowse provides no warranty, indemnity, service levels or Support for No-Charge Products and its liability for No-Charge Products will not exceed US$50.
Neither party may publicly announce this Agreement, or use the other party's name, trademarks, logos or other brand assets for marketing or promotional purposes, except with the other party's prior written consent (which may be given by email) or as required by Laws. For the avoidance of doubt, MemBrowse will not include Customer in customer lists, case studies, press releases, blog posts or other publicity without Customer's prior written consent. Either party may revoke any previously granted consent at any time by written notice, after which the other party will cease the relevant use within a reasonable period.
Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities (each, a "Change of Control"). If Customer assigns this Agreement in a Change of Control permitted under this Section, Customer will update all necessary details in Customer's account settings. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
This Agreement is governed by the laws of the State of Wyoming and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Wyoming and both parties submit to the personal jurisdiction of those courts.
The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys' fees and costs in connection with such action.
Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service or (d) upon delivery if by email. Either party may update its contact information with notice to the other party. Notices to MemBrowse must be sent to: Papernov Consulting LLC dba MemBrowse, Attn: Legal Department, 447 Broadway, 2nd floor, 1106, New York, NY 10013, USA (with a copy by email to support@membrowse.com). Notices to Customer will be sent to the address (if any) set forth in the Order or by email to Customer's email set forth in the Order. MemBrowse may also send notices to Customer through the Service.
This Agreement (which includes all Orders and the Policies and, if applicable, the DPA) is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party's authorized representatives or, as appropriate, agreed through electronic means provided by MemBrowse. Nonetheless, with notice to Customer, MemBrowse may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease MemBrowse's overall obligations during a Subscription Term. For any material change to the Privacy Policy, MemBrowse will provide Customer with at least thirty (30) days' prior email notice; if Customer reasonably objects to the change, Customer may terminate the affected Subscription Term and receive a pro-rata refund of any prepaid, unused fees for the remainder of the Subscription Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by MemBrowse; any of these Customer documents are for administrative purposes only and have no legal effect.
Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, pandemic, riot, Internet or utility failures, refusal of government license or natural disaster.
MemBrowse may use subcontractors and permit them to exercise MemBrowse's rights, but MemBrowse remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
The parties are independent contractors, not agents, partners or joint venturers.
Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Service. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, (b) agrees not to access or use the Service in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations.
Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.