Our Customer Terms of Service is a contract between You, the Customer (“ You or “Your”) and Simply Convert LLC, an Illinois limited liability company with offices located at 210 S. Main Street, Edwardsville, IL (" SimplyConvert"), effective as of the date of the Order Form emailed to you upon sign up (“Order Form”). SimplyConvert and You may be referred to herein collectively as the "Parties" or individually as a "Party."
WHEREAS, SimplyConvert has developed the SimplyConvert™ All-in-One Intake
Platform and Lead Dashboard (the “Application”), which
includes a chat feature that integrates into a law firm website, embedded
forms used in legal advertising, and manual intake plug ins to conduct an
initial intake for visitors from whatever source they find law firms. These
visitors are evaluated in order to organize, qualify, prioritize, notify
and optionally provide a contract instantly. Qualification of clients is
either based on default criteria provided by SimplyConvert or customized
criteria provided by the law firm. Client follow up is customizable through
the Dashboard, which is used to manage all legal intakes.
WHEREAS, You desire to obtain a license to use the Application and Services (defined below), and SimplyConvert desires to provide You with said license, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
(a) "Aggregated Statistics" means data and information related to Your use of the Services that SimplyConvert uses in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
(b) "Documentation" means SimplyConvert's user manuals, handbooks, blogs and guides relating to or contained within the Services provided by SimplyConvert to You either electronically or in hard copy form.
(c) “Visitor” means a visitor to Your website, embedded code or via phone call to your intake staff that uses the Application to submit/qualify information.
(d) "Visitor Information" means, collectively, all information in any form or media, including but not limited to documents, data, and other materials submitted by a Visitor through the Visitor’s access to the Application via Your website.
(e) "Services" means the Application and Documentation provided to You for use on Your website, advertising landing pages or for use in manual intakes and includes storage for Your Data during the Term of this Agreement.
(f) "SimplyConvert IP" means the Application, the Services, the Documentation, and any and all intellectual property contained therein, including, but not limited to, the programming, criteria flow, chat language, and email templates, provided to You in connection with the foregoing. For the avoidance of doubt, SimplyConvert IP includes Aggregated Statistics and any information, data, or other content derived from SimplyConvert's monitoring of Your access to or use of the Services but does not include Your Data.
(g) "Your Data" means, other than Aggregated Statistics, Visitor Information, data, and other content, in any form or medium, that is submitted, posted, processed or otherwise transmitted by or on behalf of You or is received through Your use of the Services . Your Data does not include Visitor Information for which You have “Requested No Fee” – i.e., You request SimplyConvert charge You no fee, and for which SimplyConvert charges You no fee, as described in Your Order Form
(h) “Order Form” means the form created following your purchase of a license to use our services through our online portal. It contains all of the details about your purchase, including your subscription term, products/services purchased and your fees. You received a copy of your Order Form in email form and is available any time upon request.
(a) Grant of License . Subject to and conditioned on Your payment of Fees and compliance with all other terms and conditions of this Agreement, SimplyConvert hereby grants You a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to access and use the Services during the Term, in accordance with the terms and conditions herein.
(b) Delivery. Immediately after executing this Agreement, You will create Your account to access the Application (“Account”) and SimplyConvert will provide code to You for You to embed on Your Website. You are responsible for making the code operational on Your website. You will be provided with access to a setup wizard to assist in setting up the Application. You acknowledge that SimplyConvert does not embed the code on Your website, make the Application operational on Your website, or provide any assistance related to setting up the Application.
(c) Authorized Users. You will have access to administration settings for Your Account, which allow You to create user logins for persons You want to have access to Your Account (“Authorized Users”). You are responsible for creating, managing and deleting Authorized Users of Your Account, and for any and all actions taken by Authorized Users of your Account. SimplyConvert does not monitor or control access to Your Account or otherwise manage Your Account.
(d) Customization. SimplyConvert provides You with the standard version of the Application, which contains default criteria flow. You have access to all of the current criteria flow on your dashboard. The updated criteria information can be found under “Help – FAQ – Bot Criteria.” You can customize the Application with specific criteria that You would like the Application to use in evaluating Visitor information submitted through the Application by contacting SimplyConvert. Your additional client-facing customization of the Application may make it more effective in converting Visitor’s into clients. You will be provided with instructions on how to customize the client-facing outreach in the Application. You are responsible to perform any customization. You are also responsible for any effect Your customization has on how the Application performs on Your website. SimplyConvert does not customize the Application for You, unless agreed to separately. SimplyConvert does not guarantee the effectiveness or outcome of any customization You make to the Application.
(e) Use Restrictions. You shall not use the Services for any purposes beyond the scope of the license granted in this Agreement. You shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (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 (v) use the Services 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.
(f) Compliance with Laws. You shall at all times ensure that Your use of the Services is in compliance with all federal, state and local laws, ordinances, regulations and orders. Without limited the generality of the foregoing, You shall comply with all data protection laws and regulations, which may include providing notice to and obtaining consent from Visitors in connection with the Your collection and processing of Visitor Information through the Application.
(g) Data Storage . Your Data is stored by SimplyConvert during the Term of this Agreement and is accessible by You through the Application. You are able to download a copy of Your Data through the Application.SimplyConvert does not guarantee Your Data against loss or destruction. You are responsible for all changes made to Your Data by You or an Authorized User to Your Account.
(h) Reservation of Rights . SimplyConvert reserves all rights not expressly granted to You in this Agreement. 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 right, title, or interest in or to the SimplyConvert IP.
(i) Suspension . Notwithstanding anything to the contrary in this Agreement, SimplyConvert may temporarily suspend Your access to any portion or all of the Services if: (i) SimplyConvert reasonably determines that (A) there is a threat or attack on any of the SimplyConvert IP; (B) Your use of the SimplyConvert IP disrupts or poses a security risk to the SimplyConvert IP or to any other customer or vendor of SimplyConvert; (C) You are using the SimplyConvert IP for fraudulent or illegal activities; (D) subject to applicable law, You have ceased to continue Your 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) SimplyConvert's provision of the Services to You is prohibited by applicable law; (ii) any vendor of SimplyConvert has suspended or terminated SimplyConvert's access to or use of any third-party services or products required to enable You to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “ Service Suspension”). SimplyConvert shall use commercially reasonable efforts to provide written notice of any Service Suspension to You and to provide updates regarding resumption of access to the Services following any Service Suspension. SimplyConvert 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. SimplyConvert will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that You may incur as a result of a Service Suspension.
(j) Aggregated Statistics . Notwithstanding anything to the contrary in this Agreement, SimplyConvert may monitor Your use of the Services and collect and compile Aggregated Statistics. As between SimplyConvert and You, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by SimplyConvert. You acknowledge that SimplyConvert may compile Aggregated Statistics based on Your Data input into the Services. You agree that SimplyConvert 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.
3. You Representations. You hereby represent and warrant that:
(a) You have the full right, power, and authority to enter into this Agreement and to perform Your obligations hereunder;
(b) when executed and delivered by You, this Agreement will constitute Your legal, valid and binding obligation, enforceable against You in accordance with its terms; and,
(c) You are responsible and liable for all uses of the Services resulting from access You provide, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of any person using the Services on Your behalf.
(a) Fees . You shall pay SimplyConvert the fees ("Fees") as set forth in Your “Order Form” without offset or deduction. You shall make all payments hereunder in US dollars on or before the due date set forth in Your Order Form. If You fail to make any payment when due, without limiting SimplyConvert's other rights and remedies: (i) SimplyConvert 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) You shall reimburse SimplyConvert for all costs incurred by SimplyConvert in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, SimplyConvert may suspend Your access to any portion or all of the Services until such amounts are paid in full, or take any other action authorized by this Agreement.
(b) Taxes . All Fees and other amounts payable by You under this Agreement are exclusive of taxes and similar assessments. You are 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 You hereunder, other than any taxes imposed on SimplyConvert's income.
(c) Auditing Rights and Required Records . You agree to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of 4 years after the termination of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. SimplyConvert may, at its own expense, on reasonable prior notice, periodically inspect and audit Your records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that You have underpaid SimplyConvert with respect to any amounts due and payable during the Term, You shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). You shall pay for the costs of the audit if the audit determines that Your underpayment equals or exceeds 2% for any month. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of 4 years after the termination of this Agreement.
5. Confidential Information . From time to time during the Term, 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, 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 this Agreement, including to make required court filings. On the expiration or termination of the Agreement, 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 are effective as of the Effective Date and 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 the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
6. Intellectual Property Ownership; Feedback .
(a) SimplyConvert IP . You acknowledge that, as between You and SimplyConvert, SimplyConvert owns all right, title, and interest, including all intellectual property rights, in and to the SimplyConvert IP.
(b) Your Data . SimplyConvert acknowledges that, as between SimplyConvert and You, You own all right, title, and interest, including all intellectual property rights, in and to Your Data. You hereby grant to SimplyConvert a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and perform all acts with respect to Your Data as may be necessary for SimplyConvert to provide the Services to You, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Your Data incorporated within the Aggregated Statistics.
(c) Feedback . If You or any of Your employees or contractors sends or transmits any communications or materials to SimplyConvert by mail, email, telephone, or otherwise, suggesting or recommending changes to the SimplyConvert IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (" Feedback"), SimplyConvert is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assigns to SimplyConvert on Your behalf, and on behalf of Your employees, contractors and/or agents, all right, title, and interest in, and SimplyConvert 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 SimplyConvert is not required to use any Feedback.
7. No Guarantee, Limited Warranty and Warranty Disclaimer .
(a) SimplyConvert makes no representation or warranty concerning the effectiveness of the Services for any particular purpose. SimplyConvert makes no guarantee as to the results You may experience from Your use of the Services on Your Website.
(b) SimplyConvert warrants that the Services will conform in all material respects to the services agreed to in Your Order Form when accessed and used in accordance with the Documentation. SimplyConvert does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in YourOrder Form. The remedies set forth in Your Order Form are Your sole remedies and SimplyConvert's sole liability under the limited warranty set forth in this Section 8(b).
(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8 (b), THE SIMPLYCONVERT IP AND THE SERVICES ARE PROVIDED "AS IS" AND SIMPLYCONVERT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SIMPLYCONVERT 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. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(b), SIMPLYCONVERT MAKES NO WARRANTY OF ANY KIND THAT THE SIMPLYCONVERT IP OR THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR 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.
(a) SimplyConvert Indemnification .
(i) SimplyConvert shall indemnify, defend, and hold harmless You from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by You resulting from any third-party claim, suit, action, or proceeding (" Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that You promptly notify SimplyConvert in writing of the claim, cooperates with SimplyConvert, and allows SimplyConvert sole authority to control the defense and settlement of such claim.
(ii) If such a claim is made or appears possible, You agree to permit SimplyConvert, at SimplyConvert'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 Your continued use. If SimplyConvert determines that neither alternative is reasonably available, SimplyConvert may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to You.
(iii) This Section 9 (a) 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 SimplyConvert or authorized by SimplyConvert in writing; (B) modifications to the Services not made by SimplyConvert; or (C) Your Data.
(b) Your Indemnification . You shall indemnify, hold harmless, and, at SimplyConvert's option, defend SimplyConvert from and against any Losses resulting from any Third-Party Claim that Your Data, or any use of Your Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Your (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement or in violation of applicable laws; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by SimplyConvert or authorized by SimplyConvert in writing; or (iv) modifications to the Services not made by SimplyConvert, provided that You may not settle any Third-Party Claim against SimplyConvert unless SimplyConvert consents to such settlement, and further provided that SimplyConvert 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.
(c) Sole Remedy . THIS SECTION 9 SETS FORTH YOUR SOLE REMEDY AND SIMPLYCONVERT'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. IN NO EVENT WILL SIMPLYCONVERT'S LIABILITY UNDER THIS SECTION 9 EXCEED $1,000.
9. Limitations of Liability . IN NO EVENT WILL SIMPLYCONVERT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT 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 SIMPLYCONVERT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SIMPLYCONVERT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID TO SIMPLYCONVERT UNDER THIS AGREEMENT IN THE TWO MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000, WHICHEVER IS LESS.
(a) Term . The initial term of this Agreement begins on the Effective Date as noted on Your Order Form and will continue until terminated (the "Term") pursuant to this Agreement's express provisions or either Party gives the other Party written notice of termination.
(b) Termination . In addition to any other express termination right set forth in this Agreement:
(i) SimplyConvert may terminate this Agreement, effective on written notice to You, if You fail to pay any amount when due hereunder, and such failure continues more than 10 days after SimplyConvert's delivery of written notice thereof ;
(ii) either Party may terminate this Agreement, effective on written notice to the other Party, without cause. Your termination of this Agreement is not effective until You discontinue use of the Services, and the SimplyConvert IP and delete or otherwise remove the code from Your website. Your obligation to pay Fees for the Services will continue until the code is deleted or removed and You have discontinued use of the Services.
(c) Effect of Termination . Upon termination of this Agreement, You shall delete, destroy, or return all copies of the SimplyConvert IP and certify in writing to SimplyConvert that the SimplyConvert IP has been deleted or destroyed. No termination will affect Your obligation to pay all Fees that may have become due before such termination or entitle You to any refund.
(d) Survival . This Section 11(d) and Sections 1, 5, 6, 7, 8(b), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
(a) Entire Agreement . This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, 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, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
(b) 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 provided in Your Order Form( 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), facsimile 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 this Agreement, 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.
(c) Force Majeure . In no event shall SimplyConvert be liable to You, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond SimplyConvert's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver . No amendment to or modification of this Agreement 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 this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement 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.
(e) Severability . If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement 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 this Agreement 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.
(f) Governing Law; Submission to Jurisdiction . This Agreement is governed by and construed in accordance with the internal laws of the State of Illinois 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 Illinois. 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 Illinois in each case located in the city of Chicago and County of Cook, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment . You 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 SimplyConvert. 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. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(h) Export Regulation . The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You 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), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
(i) Equitable Relief . Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of You, Section 2(c), 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.
(j) Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
(k) Counterparts . This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.