without the prior written consent of Skydrop. You shall not use any Confidential
Information other than in the course of the activities permitted hereunder. You
shall notify Skydrop in writing immediately upon discovery of any unauthorized
use or disclosure of Confidential Information or any other breach of this EULA,
and will cooperate with Skydrop in every reasonable way to regain possession
of Confidential Information and prevent any further unauthorized use. If you
are legally compelled to disclose any of the Confidential Information, then,
prior to such disclosure, you will (i) immediately notify Skydrop prior to such
disclosure to allow Skydrop an opportunity to contest the disclosure, (ii) assert
the privileged and confidential nature of the Confidential Information, and (iii)
cooperate fully with Skydrop in protecting against any such disclosure and/
or obtaining a protective order narrowing the scope of such disclosure and/or
use of the Confidential Information. In the event such protection is not obtained,
you shall disclose the Confidential Information only to the extent necessary to
comply with the applicable legal requirements.
11. FOR U.S. GOVERNMENT END USERS
The Product Software is a “commercial item” as that term is defined at 48 C.F.R.
2.101 (OCT 1995), and more specifically is “commercial computer software” and
“commercial computer software documentation”, as such terms are used in
48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R.
227.7202-1 through 227.7202-4 (JUNE 1995), the Product Software is provided
to U.S. Government End Users only as a commercial end item and with only
those rights as are granted to all other customers pursuant to the terms and
conditions herein.
12. EXPORT COMPLIANCE
The Product Software and related technology are subject to U.S. export control
laws and may be subject to export or import regulations in other countries. You
agree to strictly comply with all such laws and regulations and acknowledge
that you have the responsibility to obtain authorization to export, re-export,
or import the Product Software and related technology, as may be required.
You will indemnify and hold Skydrop harmless from any and all claims, losses,
liabilities, damages, fines, penalties, costs and expenses (including attorney’s
fees) arising from or relating to any breach by you of your obligations under this
section.
13. GOVERNING LAW; VENUE
This EULA, and any claim, dispute or controversy relating to this EULA, will
be governed by the laws of Utah, without giving effect to any conflicts of laws
principles that require the application of the laws of a different jurisdiction. Any
action or proceeding relating to this EULA must be brought in a federal or state
court located in Salt Lake County, Utah and each party irrevocably submits to
the jurisdiction and venue of any such court in any such action or proceeding,
except that Skydrop may seek injunctive relief in any court having jurisdiction to
protect its intellectual property or Confidential Information.
14. GENERAL
The Product Software is deemed irrevocably accepted upon your use of the
Product Software or Product. Skydrop will have no responsibility to provide
maintenance or support services with respect to the Product Software. The
parties are independent contractors.
