PLEASE READ THIS STORE AGREEMENT (“Agreement”) CAREFULLY BEFORE SUBMITTING YOUR APPLICATION TO INNOVATE5G INC. (INNOVATE5G) THIS CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND INNOVATE5G.
Before submitting your product to Innovate 5G to be considered for inclusion on Innovate5G’s STORE platform (referred to in this Agreement as the “STORE,” as further defined below), you must accept the terms of this Agreement. By selecting the “I accept” button or other button or other mechanism designed to acknowledge agreement, you acknowledge and agree that you have read and agree to the terms of this Agreement on your behalf and/or on behalf of your company, organization, agency or other entity (collectively, “Entity”) as its authorized legal representative.
IF YOU ARE UNWILLING TO ACCEPT THESE AGREEMENT TERMS, OR YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY, DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON (OR OTHER) MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT SUBMIT, UPLOAD OR DISTRIBUTE (DIRECTLY OR INDIRECTLY) ANY PRODUCT OR MATERIAL ON OR THROUGH
THE INNOVATE5G STORE. For purposes of clarity, you may not accept this Agreement on behalf of an Entity unless you are an employee or other authorized agent of such Entity with the right, power and authority to act on behalf of such Entity.
Innovate5G reserves the right to change the terms of this Agreement (including without limitation, the Commission rate) from time to time, and provide you with notice of such change by posting a revised version of such terms on the Innovate5G STORE or by other reasonable means selected by Innovate5G.
1.1. “Applicable Law(s)” means, individually and collectively, applicable laws, rules, regulations, and judicial and governmental orders.
1.2. “Innovate5G” means Innovate5G, Inc., a Texas corporation located at [address]
1.3. “Innovate5G STORE” means that certain Innovate5G platform (and all related content, materials and services), currently named “Innovate5G STORE,” and any and all successors, replacements, new versions, and updates and upgrades thereto, which platform allows Publishers to submit Publisher Products for review for inclusion in the Innovate5G STORE e-commerce platform.
1.4. “Innovate5G Assets” means, collectively, Innovate5G STORE, Innovate5G Website, Innovate5G test platforms and programs, Innovate5G Confidential Information (including Innovate5G Data), Innovate5G Products and Innovate5G Materials.
1.5. “Innovate5G Confidential Information” means non-public information that Innovate5G designates as being confidential or which, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Innovate5G Confidential Information may be in tangible or intangible form and disclosed orally, visually or in writing. Innovate5G Confidential Information includes, without limitation, Innovate5G Data, Innovate5G’s pre-release products, specifications, development plans and results, research activities and results, improvements, functionality, defects, errors, techniques, inventions, whether patentable or not, code, documentation, algorithms, formulas, data structures, scripts, protocols, application programming interfaces and other technical information, marketing or promotional plans or materials, product pricing, product costs, business opportunities and financial information, strategies, timetables, forecasts, business policies or practices, processes, ideas, know-how and expertise of employees or consultants, and information received from third parties which Innovate5G is obligated to keep confidential. Innovate5G Confidential Information does not include any information, as evidenced by written records, that: (a) is or subsequently becomes publicly available without a breach of any of Publisher’s obligations hereunder; (b) was known by Publisher prior to disclosure by Innovate5G, without an obligation of confidentiality; (c) became known by Publisher from a third party, other than by the breach of any obligation or confidentiality owed by Publisher; or (d) is independently developed by Publisher without use of or access to Innovate5G Confidential Information.
1.6. “Innovate5G Data” means data or information connected with or related to any and all Innovate5G Products.
1.7. “Innovate5G Materials” means any and all trademarks, service marks, logos, brand features, screen shots, images, artwork, icons, content and/or any other copyrighted text, descriptions, Innovate5G Data, any Innovate5G Product or Innovate5G Website.
1.8. “Innovate5G Parties” means Innovate5G, its affiliates and subsidiaries, and each of their respective officers, directors, employees and representatives.
1.9. “Innovate5G Products” means Innovate5G’s generally available commercial test programs, products or services, (including, without limitation, any extensions, revisions, corrections, patches, service packs, updates, upgrades, modifications, enhancements and versions thereto) provided or made available by Innovate5G. Innovate5G Products may also include Innovate5G software programs, products, applications or components provided or made available by Innovate5G, which are not in final form and have not been commercially released to the general public, including without limitation any related specifications and all versions thereof, whether labeled alpha, beta, pre-release, preview or otherwise.
1.10. “Innovate5G Website” means any Innovate5G owned or operated website and all its sub- pages, online platforms or any alternative or replacement site designated by Innovate5G in its sole discretion.
1.11. “Commission” means an amount payable to Innovate5G which equals a percentage of the amount equal to the fee Publisher received for the distribution of its Publisher Products. The parties acknowledge that Innovate5G currently charges a commission rate of 4% to Publisher, which rate may be revised by Innovate5G from time to time in accordance with the terms of this Agreement.
1.12. “End User” means the end user of a Publisher Product.
1.13. “End User License Agreement” or “EULA” means the end user license agreement or terms of service between Publisher and each of its End Users.
1.14. “Feedback” means all suggestions, comments, input, ideas, reports, information or know-how (whether in oral, electronic or written form) provided by Publisher to Innovate5G in connection with Publisher’s evaluation and use of any Innovate5G Assets.
1.15. “Intellectual Property Rights” means all rights in and to trade secrets, patents, copyrights, trademarks, know- how, as well as moral rights, and similar rights of any type under the laws of any governmental authority, domestic or foreign or any international treaties.
1.16. “Open Source Software” means software that is subject to any license (including, without limitation, the GNU General Public License or GNU Lesser/Library General Public License) which requires that such software be, as a condition of use, copying, modification or redistribution: (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributed free of charge.
1.17. “Payment Account” means a financial account established by a Payment Processor for Publisher which authorizes the Payment Processor to collect and remit payments on Publisher’s behalf for Publisher Products distributed via the Innovate5G STORE.
1.18. “Payment Processor” means a third-party payment processing service provider designated by Innovate5G to process all payments and charges for Publisher Products.
1.20. “Publisher” means the legal entity (or individual) that accepts this Agreement and submits a Publisher Product to Innovate5G subject to the terms of this Agreement.
1.21. “Publisher Assets” means, collectively, Publisher Products and Publisher Materials.
1.22. “Publisher Materials” means Publisher’s trademarks, service marks, logos, brand features, screen shots, images, artwork, icons, content and/or any other copyrighted text, descriptions, data or information that Publisher provides to Innovate5G in connection with or related to Publisher Products. Publisher Materials does not include Innovate5G Data.
1.23. “Publisher Product” means a software program, tool, plug-in, add-on, application, library, book, content, database, solution, web service or other item or material developed and branded by or for Publisher which is compatible with and relevant to the designated Innovate5G Product and is submitted by Publisher to Innovate5G for consideration for distribution through the Innovate5G STORE. Publisher Product includes all extensions, revisions, bug fixes, updates, upgrades, modifications, enhancements and new versions submitted to Innovate5G hereunder and any services or subscriptions provided through or in connection with Publisher Product.
3. Acceptance & Rejection. Innovate5G may, in its sole discretion, accept a Publisher Product for distribution through the Innovate5G STORE. Acceptance by Innovate5G of a Publisher Product does not relieve Publisher of any of the obligations under Section 5 (“Responsibility for Publisher Assets; Release of Innovate5G”). Publisher will be solely responsible for developing Publisher Products that are safe, free of defects in design, operation and performance, and comply with the terms of this Agreement, the Product Guidelines and all Applicable Laws. Publisher will also be solely responsible for any associated documentation and End User customer support and warranty of Publisher Products. For purposes of clarity, the fact that Innovate5G may have reviewed, tested or approved any of Publisher Products will not relieve Publisher of any of the responsibilities described in this Agreement. Once accepted for distribution through the Innovate5G STORE, Innovate5G reserves the right, in its sole discretion, to make all decisions regarding placement or promotion of Publisher Products on the Innovate5G STORE. Innovate5G may also, in its sole discretion, with or without cause, and without any liability whatsoever (including without limitation, for any development costs), reject a Publisher Product, even if it satisfies the terms of this Agreement, the Product Guidelines and all Applicable Laws.
4. Price, Commission, Taxes & Refunds
4.1. Price. Publisher is responsible for setting the price or fee (including, without limitation, subscription fee or periodic payment) that End Users must pay for Publisher Products in the currencies permitted by the Payment Processor. For purposes of clarity, Publisher may choose to distribute or make available any Publisher Product at no charge to End Users.
4.2. Payment. Any and all payments for Publisher Products shall be made through the Payment Processor. Accordingly, Publisher agrees to enter into a payment agreement with the Payment Processor, abide by all the rules and policies required by the Payment Processor as the “Seller of Record,” and maintain a valid Payment Account in good standing. Publisher is solely responsible for verifying that it has received payment for each distribution of the Publisher Products through the Innovate5G STORE.
4.3. Commission. For each distribution of Publisher Products completed, Innovate5G will receive the Commission. The Commission shall be remitted by the Payment Processor to Innovate5G in accordance with the terms of the Payment Processor. Publisher agrees to provide the Payment Processor with all instructions and authorizations necessary and appropriate to ensure timely payment of Commission to Innovate5G.
4.4. Taxes. Publisher shall be responsible for any and all taxes attributable to the Publisher Products and the Commission, including without limitation, sales, use, excise, import, export, value-added tax and other taxes, but excluding taxes attributable to Innovate5G’s net income. Publisher shall be responsible for verifying if a Publisher Product is taxable and notifying Payment Processor of the applicable tax rate for the Payment Processor to collect for each taxing jurisdiction, and for remitting taxes to the appropriate taxing authority.
4.5. Refunds. Publisher shall be solely responsible for issuing any refunds to End Users or otherwise resolving End Users’ complaints. Such refunds shall be processed pursuant to the standard terms of the Payment Processor.
5. Responsibility for Publisher Assets; Release of Innovate5G.
5.1. Responsibility for Publisher Assets. Publisher is solely responsible for (i) the development, installation, use, support, maintenance and warranties of Publisher Assets, and (ii) any and all liabilities or claims with respect to Publisher Assets (including, without limitation, for product liability, property damage, personal injury or death, infringement of third party rights, violation of Section 11 (Data Protection Addendum), or violation of any Applicable Laws). Publisher shall ensure that the Publisher Products are delivered or provided in accordance with its agreement with the End User.
5.2. Release of Innovate5G. Publisher is solely responsible for its use of the Innovate5G Assets in compliance with the terms of this Agreement, the Product Guidelines and all Applicable Laws. Publisher agrees that Innovate5G shall have no responsibility or liability whatsoever in connection with the responsibilities and obligations set forth in the foregoing sentence and in Section 5.1 and, to the maximum extent permitted by Applicable Laws, Publisher hereby releases and waives all claims against Innovate5G Parties from any and all liability for claims, damages (including direct, indirect and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with Publisher Assets and Publisher’s use of any Innovate5G Assets. IF PUBLISHER IS A CALIFORNIA RESIDENT, IT WAIVES ITS RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.
6. Representations and Warranties. Publisher represents and warrants that (i) it has full right and authority to grant the rights granted in this Agreement and in the EULA, including all Intellectual Property Rights, and no other party’s permission is required, (ii) Innovate5G’s and End Users’ exercise of their respective rights does not and will not violate or infringe upon the rights of any third party or violate any Applicable Laws (including, by way of example, but not limited to, those relating to privacy, data collection, consumer protection and import/export), (iii) all information Publisher provides in connection with Publisher Assets is and will be accurate, complete and up-to-date, (iv) Publisher Assets do not and will not contain software viruses, malicious code, harmful materials, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, and (v) Publisher did not use, and Publisher Assets do not and will not contain, any Open Source Software in the development of any Publisher Product which would cause any Innovate5G Product to be subject to any licensing terms for such Open Source Software.
7. Removal of Publisher Assets. Publisher may remove any of Publisher Assets from the Innovate5G STORE at any time and for any reason, provided that it does not affect the license rights of users who have already downloaded, accessed or purchased the Publisher Products or otherwise used Publisher Assets. In addition, Innovate5G may, in its discretion, remove any of Publisher Assets from the Innovate5G STORE at any time, with or without cause and without any liability whatsoever, including, without limitation, for any losses, damages, costs or expenses. Innovate5G will provide Publisher with notice of such removal in accordance with Section 15.1.1.
8. Innovate5G Confidential Information. Publisher agrees to (i) use Innovate5G Confidential Information solely for the purposes of developing, testing, evaluating, publishing, supporting and maintaining the Publisher Product(s) and providing Feedback; (ii) not disclose any Innovate5G Confidential Information to third parties; and (iii) take reasonable security precautions that are at least as protective as the precautions Publisher takes to protect its own confidential information of a similar nature, but using no less than reasonable care, to keep confidential the Innovate5G Confidential Information. Publisher may disclose Innovate5G Confidential Information only to Publisher’s employees and consultants on a need-to-know basis, provided such employees and consultants have appropriate written agreements with Publisher sufficient to enable Publisher to comply with all the provisions of this Agreement. Publisher guarantees the performance of this provision by each employee or consultant obtaining Innovate5G Confidential Information from Publisher. Publisher agrees to notify Innovate5G immediately upon discovery of any unauthorized use or disclosure of Innovate5G Confidential Information or any other breach of this Agreement by Publisher or its employees or consultants, and will cooperate with Innovate5G in every reasonable way to help Innovate5G regain possession of the Innovate5G Confidential Information and prevent its further unauthorized use or disclosure. Publisher may disclose Innovate5G Confidential Information in accordance with a judicial or other governmental order, provided Publisher gives Innovate5G immediate written notice (in any event no less than five (5) days prior to such disclosure) to allow Innovate5G a reasonable opportunity to seek a protective order or equivalent protection.
9. No Reliance. Innovate5G Assets may concern planned or future development efforts and they are not intended to be a promise or guarantee of future delivery of products, services or features but merely reflect current plans, which may change. Accordingly, Publisher will not rely on Innovate5G Assets for development, sales, marketing, distribution or any other purposes.
10. Proprietary Rights and Licensing
10.1. Ownership by Publisher. Innovate5G acknowledges and agrees that as between the parties, Publisher owns all right, title and interest (including all Intellectual Property Rights) in and to Publisher Assets.
10.2. Ownership by Innovate5G. Publisher acknowledges and agrees that as between the parties, Innovate5G owns all right, title and interest (including all Intellectual Property Rights) in and to the Innovate5G Assets.
10.3. License by Publisher. Subject to this Agreement, Publisher grants to Innovate5G and its resellers, channel partners and authorized subcontractors, under all of Publisher’s Intellectual Property Rights, a non-exclusive, worldwide, royalty-free license, with right to sublicense, to:
10.3.1. Use, reproduce and test Publisher Products to determine if Publisher Products satisfy the Product Guidelines;
10.3.2. Make available, publicly display, perform, demonstrate, transmit, store, import and broadcast Publisher Products and enable distribution of Publisher Products (subject to EULA between End User and Publisher) through the Innovate5G STORE;
10.3.3. Use, reproduce, make available, publicly display and perform Publisher Materials (including, without limitation, Publisher’s trademarks, service marks, logos, brand features, screen shots, images, artwork, icons) for purposes of marketing, promoting and publicizing Publisher Products and the Innovate5G STORE; and
10.3.4. Make, have made, use, copy, modify, and create derivative works of the Feedback as part of any Innovate5G product, program, service, technology, specification or documentation and publicly perform and display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon), without compensation or reporting to Publisher. This license in Section 10.3.4 will be perpetual and irrevocable.
10.4. Reservation of Rights. Except as expressly granted in this Agreement, neither party shall have any rights of any kind in the other party’s intellectual property, proprietary technology, websites, products, programs or services. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel, or otherwise, a license to Innovate5G’s or to Publisher’s Intellectual Property Rights other than in accordance with the terms of this Agreement.
10.5. End User Licensing. Each copy of Publisher Products made available on the Innovate5G STORE will be accompanied by a EULA. Each EULA will be solely between Publisher and the End User and conform to all Applicable Laws. Innovate5G shall not be responsible for, and shall not have any liability whatsoever in connection with, any EULA or any breach thereof by Publisher or an End User.
11. Data Privacy. Publisher will comply with the responsibilities set forth in the Data Protection Addendum attached as Exhibit B and incorporated herein by reference.
12. Independent Development. Publisher understands that Innovate5G is in the business of developing and commercializing computer software programs, products, materials and services and that Innovate5G may be developing, and may develop in the future, computer programs or other products, programs, materials or services which are similar to, and may otherwise compete with, Publisher Assets. In addition, Innovate5G may work with other software developers (either through the Innovate5G STORE or otherwise) whose products, programs, materials or services compete, or will compete with, Publisher Assets. Nothing in the terms of this Agreement or otherwise with respect to the Innovate5G STORE, shall limit or restrict Innovate5G’s right to develop, license, commercialize, distribute, market or otherwise exploit products, programs, services or materials that are the same as, similar to, or compete with Publisher Products. Publisher further understands and agrees that Innovate5G will have no confidentiality obligations or restrictions whatsoever regarding any information that Publisher provides to Innovate5G, either directly or indirectly, in connection with Publisher Assets, Publisher’s business or otherwise. Accordingly, Publisher should not disclose anything to any Innovate5G Parties that Publisher desires to keep confidential.
13. Disclaimer of Warranties. INNOVATE5G PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INNOVATE5G PARTIES SHALL CREATE A WARRANTY. THE INNOVATE5G ASSETS ARE PROVIDED FOR USE AT PUBLISHER’S OWN RISK AND “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, INNOVATE5G PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, EQUITY, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. INNOVATE5G PARTIES SPECIFICALLY DO NOT WARRANT THAT INNOVATE5G ASSETS WILL MEET PUBLISHER’S REQUIREMENTS; WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU; THAT THE OPERATION OR OUTPUT OF THE INNOVATE5G ASSETS WILL BE ERROR- FREE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED; THAT ANY OR ALL ERRORS OR DEFECTS IN THE PRODUCT WILL BE CORRECTED; OR THAT ANY INNOVATE5G ASSET (INCLUDING, WITHOUT LIMITATION, THE INNOVATE5G STORE) IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. PUBLISHER USES THE INNOVATE5G ASSETS AT ITS OWN RISK. SHOULD THE INNOVATE5G ASSETS PROVE DEFECTIVE, PUBLISHER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. INNOVATE5G HAS THE RIGHT, IN ITS SOLE DISCRETION, TO MAKE CHANGES TO, SUSPEND OR DISCONTINUE ANY INNOVATE5G ASSETS (OR ANY PORTION THEREOF) AT ANY TIME. PUBLISHER FURTHER ACKNOWLEDGES THAT INNOVATE5G SHALL HAVE NO OBLIGATION WHATSOEVER TO RELEASE OR OTHERWISE MAKE GENERALLY AVAILABLE, ANY INNOVATE5G ASSETS.
14. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL INNOVATE5G PARTIES BE LIABLE FOR ANY CLAIM FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND), NOR SHALL INNOVATE5G PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO PUBLISHER’S USE OR INABILITY TO USE ANY INNOVATE5G ASSETS OR RESULTING FROM A FORCE MAJEURE EVENT, AN ACT OF A THIRD PARTY OR OF NO FAULT ON ITS BEHALF, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. PUBLISHER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, TORT, OR OTHERWISE, IS TO CEASE USE OF THE INNOVATE5G ASSETS.
15. Indemnification. To the maximum extent permitted by law, Publisher will defend Innovate5G Parties from and against any and all third-party claims, actions, suits and/or proceedings (or threat thereof), and will indemnify and hold harmless the Innovate5G Parties harmless from any and all liabilities, losses, damages, judgments, settlements, taxes, costs and expenses (including without limitation, reasonable attorneys’ fees and costs) (individually and collectively, “Claims”), arising out of or accruing from: (a) Publisher Assets, (b) Publisher’s use of any Innovate5G Assets, (c) Publisher’s obligations under Section 5, and (d) any breach of this Agreement. Innovate5G will promptly notify Publisher in writing of any Claims and give Publisher sole control of the defense and any settlement thereof, provided that any settlement with respect to any such Claims other than a settlement solely for the payment of money will require the written consent of Innovate5G, such consent not to be unreasonably withheld. Innovate5G may join in the defense or settlement of any Claim with counsel of its choice, at its own expense.
16. General Provisions
16.1 Notices. All notices hereunder shall be made as follows:
16.1.1. If to Publisher: by email to the email address Publisher provided to Innovate5G when Publisher registered for an account with the Innovate5G STORE, or another address as subsequently designated by Publisher according to the notice provisions hereof.
16.1.2. If to Innovate5G: legal@innovate5G.com, or another address as subsequently designated by Innovate5G according to the provisions hereof.
Notices will be effective one (1) day after sending to the above email address(es).
16.2. Relationship of the Parties. Publisher and Innovate5G are independent contractors. Neither party is or shall represent itself as an agent, legal representative, employee, or partner of the other party.
16.3. No Waiver. If one party does not enforce a legal right or remedy available to it under this Agreement or Applicable Laws, that failure will not be considered a waiver of its right to enforce those rights or remedies in the future.
16.4. Governing Law. This Agreement and the parties’ relationship hereunder shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to its choice of law provisions. The parties expressly submit themselves to the exclusive jurisdiction and venue of the Texas courts. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. If a court with jurisdiction to decide the matter rules that a provision of this Agreement is unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to respect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
16.5. Export Regulations. Publisher is responsible for ensuring that its provision of Publisher Assets to Innovate5G and its offer of Publisher Products to its End Users on or thru the Innovate5G STORE as contemplated by this Agreement does not and will not violate the Export Administration Regulations of the United States Department of Commerce or any other applicable U.S. government regulation regarding the export or re-export of United States source technical information as well as similar trade and export laws and regulations of Publisher’s country.
16.6. No Publicity. Publisher shall not make any public statement, press release, or other announcement relating to any Innovate5G Assets (including, without limitation, the Innovate5G STORE) or this Agreement without the prior written approval of Innovate5G, except as required by law.
16.7. Entire Agreement. Except as otherwise supplemented and amended, as provided in the introduction hereto, all terms, conditions and provisions of this Agreement shall remain in full force and effect. This Agreement, together with the Product Guidelines and any exhibits, which are incorporated by reference into the Agreement, contains the entire agreement between Publisher and Innovate5G with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Publisher and Innovate5G.