10. General Terms
10.1. Assignment. Customer may not assign this Agreement without the prior written consent of Kinect. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of Customer's permitted successors and assigns.
10.2. Governing Law, Jurisdiction, and Venue. This Agreement is governed by the laws of the State of Florida and the United States without regard to conflicts of laws provisions or 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 Miami, Florida, and both Parties submit to the personal jurisdiction of those courts.
10.3. Notices. Notices to you will be deemed given upon email to your account administrator. Kinect may also provide notices to you electronically, including but not limited to through the Site or Service, which shall be deemed given to you upon dispatch including if the last email address you provided to us is invalid, or for any reason that any such notice is not capable of delivery to you. Customer may update its address with notice to Kinect in accordance with this Section 10.3 (Notices). You are responsible for providing us with your most current email address and updating it as applicable. You may give us notice at: Kinect Consulting, LLC, 9800 NW 41st Street, Miami, FL 33178, Attn: Legal. Such notice shall be deemed given when received by Kinect by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the foregoing address.
10.4. Entire Agreement. This Agreement, the Documentation, and any addenda or policies otherwise made available on the Site by Kinect is the Parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. Customer's use of the Service is not contingent on delivery of any future functionality or features. This Agreement applies to the Service only, and does not apply to any paid Kinect offering. This Agreement applies to all additional features, modules, or pre-release, preview, and beta products available to Customer. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. The terms in any Customer purchase order, business form, online terms (i.e. click-wrap or browse-wrap), or invoicing portal will not amend or modify this Agreement and are expressly rejected; any of this documentation is for Customer's own administrative purposes only and is not binding on Kinect.
10.5. Waivers and Severability. Waivers must be signed by the waiving party's authorized representative and cannot be implied. 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.
10.6. Force Majeure. Kinect is not liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.
10.7. Independent Contractors. The Parties are independent contractors, not agents, partners, or joint venturers.
10.8. Open Source Software. To the extent Kinect separately makes leverages other open source software ("OSS") for download (e.g. community tools), such code is governed by the terms of the applicable OSS license. To the extent required, the license for any OSS included in the Software, identified in the Documentation, will apply to the OSS instead of this Agreement.
10.10. Anti-Corruption and Export. Customer will, and will cause its employees, consultants, and agents to, comply with the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. Customer agrees to comply with all applicable laws administered by the U.S. Commerce Bureau of Industry and Security, U.S. Treasury Office of Foreign Assets Control, or other governmental entity imposing export controls and trade sanctions ("Export Laws"), including designated countries, entities, and persons ("Sanctions Targets"); and agrees not to directly or indirectly export, re-export, or otherwise deliver the Service to a Sanctions Target, or broker, finance, or otherwise facilitate any transaction in violation of any Export Laws. Customer represents that Customer is not a Sanctions Target or prohibited from receiving the Service. The Service will be used for non-prohibited, commercial purposes by non-prohibited Users and will not be exported or transferred to China or any Sanctions Target.