iEnable™ - Online License and Terms of Use

iEnable™
Online License and Terms of Use
Effective: April, 2013

This is an agreement ("Agreement") for the use and access to iEnable™ services, software or online tools, as well as, any and all proprietary documents and materials made available through iEnable™ and any and all accompanying and supporting software, services (whether or not provided online), content, and documentation (collectively "iEnable") between Intertek Consumer Goods, NA ("Intertek") and any individual, entity, company, organization, educational institution, or agency, instrumentality or department of the Federal Government who registers an account for, is given access to an account, uses, or otherwise accesses iEnable™ in any manner ("User"). References to User in this Agreement shall mean and include the User and any individual, entity, company, organization, educational institution, or agency, instrumentality, or department of the Federal Government (each, an "Authorizing Party") on behalf of whom such User or Users purport to act. Intertek and User are collectively referred to herein as the "parties."

BY CLICKING THE ACCEPTANCE BUTTON OR BY REGISTERING AN ACCOUNT, LOGGING INTO AN ACCOUNT, USING, OR OTHERWISE ACCESSING ANY PART OF IENABLE, USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT ON USER'S OWN BEHALF AND ON BEHALF OF ANY INDIVIDUAL, ENTITY, COMPANY, ORGANIZATION, EDUCATIONAL INSTITUTION, OR AGENCY, INSTRUMENTALITY, OR DEPARTMENT OF THE FEDERAL GOVERNMENT, AS ITS AUTHORIZED LEGAL REPRESENTATIVE, ON BEHALF OF WHOM USER PURPORTS TO ACT.

The pages, screens, graphics, compilations, processes and other proprietary materials used on or with the Application are copyrighted and/or otherwise protected by applicable law. You may only use iEnable in accordance with its intended purpose, and no portion of iEnable or its related materials or results may be copied, reproduced, modified, published, uploaded, posted, transmitted, reverse-engineered, hacked or distributed in any way without Intertek's consent. Nothing herein shall grant any express or implied right or license to User with respect to any patents, copyrights, trademarks, trade secret information or any other materials or information available through or with iEnable. User may not use iEnable in any manner that threatens the integrity, performance or availability of iEnable.

IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, OR DOES NOT HAVE THE NECESSARY AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND ANY AUTHORIZING PARTY, AS ITS AUTHORIZED LEGAL REPRESENTATIVE ON BEHALF OF WHOM USER PURPORTS TO ACT TO THIS AGREEMENT, USER MUST INDICATE NON-ACCEPTANCE AND REFRAIN FROM REGISTERING AN ACCOUNT, LOGGING INTO AN ACCOUNT, USING OR OTHERWISE ACCESSING ANY PART OF IENABLE.

  1. Product Terms
    1. Description. iEnable™ is proprietary to Intertek and is protected by intellectual property laws and international intellectual property treaties including copyrights and trademarks.
    2. License to iEnable. User's access to iEnable is licensed and not sold. Subject to the terms of this Agreement and upon payment of any applicable Fees (defined below), Intertek agrees to provide User with a non-exclusive, non-transferable account enabling User to access and use iEnable solely for the internal business needs of the entity of which User is an authorized representative (and not for service bureau, time-sharing, or similar services). Users of iEnable are solely limited to an authorized account for which User has been granted access. Intertek reserves all rights, title and interest not expressly granted to User, including, but not limited to, the right to alter, modify, update, enhance, or improve iEnable. Nothing herein shall prevent Intertek or its licensors from promoting, selling, providing, licensing or sublicensing access to iEnable to other parties in its sole discretion.
    3. Accessibility of iEnable. Intertek will use commercially reasonable efforts to make the core functions and features of iEnable available for access by User via the Internet ninety-eight (98%) of the time during normal business hours (8:00AM to 8:00PM, U.S. central time, Monday through Friday and excluding United States holidays). User understands and agrees that from time to time iEnable may be inaccessible or inoperable during normal business hours in the event of periodic maintenance procedures or repairs which Intertek may undertake of which Intertek notifies User at least twenty-four (24) hours in advance. In the event Intertek fails to meet the service levels specified herein during any contract month during the term of this Agreement, User sole and exclusive remedy shall be entitlement to a service level credit equal to one (1) month of the pro rata recurring subscription Fees, if any, due under this Agreement; provided that a request is made in writing within thirty (30) days of the service level failure. Any service level credits earned during this Agreement shall immediately expire upon termination or expiration of this Agreement, are non-transferrable, and User shall not have a right to a refund or payment for any used or unused service level credits.

Notwithstanding any other provision of this Agreement, Intertek reserves the right without notice to change, suspend, remove, or disable access to iEnable or other materials comprising any part of iEnable at any time without notice. Intertek may also impose limits on the use of or access to certain features or portions of iEnable, in any case, and without notice or liability other than as described in this section.

    1. Equipment. User shall be solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User's use of iEnable, including, without limitation, telecommunications and Internet access connections and links, web browsers or other equipment, and programs and services required to access and use iEnable.
  1. Limitations
    1. Acceptable Use. iEnable shall be used only for purposes of assisting certifiers, manufacturers and retailers with reviewing standards and practices to ensure compliance with product safety regulations for consumer products and industrial materials; and providing information concerning product safety.
    2. Security. User shall be responsible for the security, confidentiality and integrity of all information that User receives or transmits through iEnable. User shall not allow User's login, password, or account information to be used by or shared with any person. User shall be responsible for any authorized or unauthorized access or use of User's account by any person. User has the affirmative responsibility to monitor and control access to User's account information. If at any time User learns or suspects that User's account information has been disclosed or otherwise made known to any person other than User, User agrees to immediately notify Intertek. User agrees to bear all responsibility for the confidentiality of User's passwords and all use or charges incurred from use of iEnable through User's account(s).
    3. Circumvention. User agrees not to access iEnable, any part thereof or any information contained thereon through any technology or means other than through User's account using User's account information. User agrees not to use or launch any automated system, including, without limitation, "robots," "spiders" or "offline readers," that accesses iEnable in a manner that sends more request messages to Intertek or iEnable in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser. User agrees not to collect or harvest any personally identifiable information, including account information, from iEnable or Intertek, nor to use iEnable for any commercial solicitation.
    4. Regulatory Compliance. User shall be solely responsible for ensuring that its use of iEnable is in compliance with all applicable federal, state and local laws and regulations governing its operation or business. User shall be solely responsible for determining the suitability of iEnable for its operation and whether iEnable will achieve the results User desires. iEnable is provided as a tool for User to use as User sees fit in its business consistent with the Acceptable Uses.
  2. Intellectual Property
    1. Intertek Intellectual Property. The intellectual property utilized in providing iEnable is the valuable, confidential and patented, copyrighted and trademarked property of Intertek. User may use iEnable as permitted herein and may not otherwise disclose, modify, adapt, translate, or create derivative works based on iEnable or any component thereof without the prior written consent of Intertek. As between the parties, Intertek owns all rights, title, and interest in and to iEnable, including without limitation, any and all proprietary documents and materials made available through iEnable and all ancillary and interface software, all current and future enhancements, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, all copyrights, trade secrets, patents and goodwill therein, and all images, photographs, illustrations, graphics, audio and video therein. Intertek™, the Intertek™ logo and iEnable™ are trademarks of Intertek. All other trademarks, service marks and logos used on the website or through iEnable are the trademarks, service marks or logos of their respective owners. No trademarks, service marks, logos, intellectual property or other proprietary rights notices of Intertek may be deleted from, altered or obscured on iEnable or material produced by or using iEnable.
    2. User Data. iEnable allows Users to upload data selected by the applicable User (the "User Data") into the iEnable system. Because User Data is selected and uploaded solely by Users, Intertek does not control such User Data. In connection with the User Data, User affirms, represents and warrants that User owns or has the necessary licenses, rights, consents and permissions to use and authorize Intertek to use all User Data and to enable inclusion and use of the User Data in the manner contemplated hereunder. User retains all ownership rights in the User Data. By uploading User Data to iEnable, User hereby grants Intertek a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, modify, edit, adapt, publish, translate, incorporate, prepare derivative and collective works utilizing, display and perform the User Data for purposes of providing iEnable and the services under this Agreement. Additionally, User grants to Intertek a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable and transferable license to use, reproduce, adapt, perform, compile, display, incorporate, modify and create derivative and collective works utilizing User Data in an aggregated and de-identified format for the improvement of iEnable and Intertek's other products and services (as may exist now or in the future) and for such other lawful purposes as Intertek sees fit. For the avoidance of doubt, Intertek will compile and present such User Data in such a manner that data cannot reasonably uniquely identify, either explicitly or implicitly, User, any specific product or information related to User, or any individual.
    3. Inaccurate User Data. All User Data originates from Users, and as such, is beyond the control of Intertek. Intertek neither initiates the uploading of such User Data nor monitors the specific content or accuracy of the User Data being uploaded. Without limiting the generality of any other provision of this Agreement, Intertek shall have no responsibility for or liability related to the accuracy, content, currency, completeness or delivery of the User Data provided by any User. User is responsible for the accuracy, content, currency, completeness and delivery of the User Data uploaded by such User, and User warrants that the User Data posted by User is accurate, current and complete.
  3. User Representations, Covenants and Warranties

In addition to the other representations, covenants and warranties contained in this agreement, User represents, covenants and warrants to Intertek on behalf of User and any Authorizing Party on behalf of whom User purports to act, the following:

    1. User is over the age of eighteen (18), or has met the relevant age of majority in User's jurisdiction, and has the power and authority to enter into and perform User's obligations under this Agreement including, but not limited to, the authority to bind the User and any Authorizing Party on behalf of whom User purports to act;
    2. All information provided by User to Intertek is truthful, accurate and complete;
    3. User shall comply with all terms and conditions of this Agreement;
    4. User has provided and will maintain accurate and complete registration information with Intertek, including, without limitation, User's legal name, address, telephone number, employer and the information of any Authorizing Party that User represents;
    5. User's access to and/or use of iEnable does not and will not constitute a breach or violation of any other agreement, contract, terms of use, or similar policy or understanding to which User is or may be subject;
    6. User will not use iEnable to violate any statute, law, rule or regulation, to violate any agreement between Intertek and User or to otherwise violate the legal rights of Intertek or any third person;
    7. User will not access or use iEnable in order to gain competitive intelligence about Intertek, iEnable or any product or service offered by Intertek or to otherwise compete with Intertek;
    8. User has in fact authorization to access the iEnable account of which User desires to access;
    9. User will not grant, permit, allow, assist or contribute in any way to any modification, reverse engineering, reverse compiling, or disassembly of iEnable or any component;
    10. User will ensure that its and any Authorizing Party on behalf of whom User purports to act use of iEnable will be consistent with the terms of this agreement; and
    11. User will not grant, permit, allow, assist or contribute in any way to any data mining of iEnable or any component thereof including but not limited to the recreation of any databases, records, documentation or components of iEnable or grant or allow any other individual, entity, company, organization, educational institution, or agency, instrumentality, or department of the Federal Government the right or access to do so.
  1. Prohibited Uses
    1. User is solely responsible for any and all acts and omissions that occur under User's account or password, and User agrees not to engage in unacceptable use of iEnable, which includes, without limitation, use of iEnable to: (a) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (b) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property rights of any person; (c) interfere, disrupt or attempt to gain unauthorized access to other accounts on iEnable or any other computer network; (d) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; (e) disseminate or otherwise make available any proprietary documents or materials made available through iEnable to third parties unrelated to the internal business needs of any Authorizing Party without the prior written consent of Intertek; and/or (f) violate any statute, law, rule or regulation or otherwise violate the legal rights of a third person.
    2. User shall be solely responsible for ensuring that unauthorized users do not make use of iEnable or that iEnable is not used for unauthorized purposes including, without limitation: (a) attempts to gain access to the whole of the iEnable data; (b) unauthorized alteration or modification of individual data; (c) use of any information obtained through iEnable except for the purpose for which the information was provided, and (d) attempts to use iEnable to gain unauthorized access to information.
    3. Modification, Rent or Sale. User agrees that iEnable may not be reproduced in any form or by any means, except as expressly permitted in this Agreement. User agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on iEnable in any manner or to assist with such efforts in any manner, and User shall not exploit iEnable in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.
    4. Reverse Engineering. Without limitation any modification, reverse engineering, reverse compiling, or disassembly of iEnable or any component thereof is expressly prohibited.
    5. Data Mining. Without limitation the Data mining of iEnable or any component thereof is expressly prohibited. User shall not recreate the databases, records, documentation or components of iEnable or grant or allow any other User, person, or entity the right or access to do so.
    6. Competition with Intertek. An iEnable account shall not be valid, without prior written consent, for any individual, entity, company or organization that performs consulting or testing services.
  2. Confidentiality
    1. Confidential Information. By virtue of this Agreement, each party may have access to information that is confidential to the other party (" Confidential Information"). Intertek's Confidential Information shall include, but not be limited to, any documents or materials made available through iEnable, the iEnable software, documentation, formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, terms and pricing, and any information clearly identified in writing or which, by its nature, should reasonably be known by User at the time of disclosure as confidential. User's Confidential Information shall include User Data submitted via iEnable that is non-public, proprietary information. Each party acknowledges that the disclosing party's Confidential Information constitutes valuable, proprietary information of the disclosing party, and each party agrees that it shall use the disclosing party's Confidential Information solely in accordance with the provisions of this Agreement and shall not use or disclose, or permit to be used or disclosed, the same, directly or indirectly, to any third party without the disclosing party's prior written consent.

The following information will not be considered Confidential Information: (a) information which was in the public domain prior to its disclosure; (b) information which becomes part of the public domain by any means other than through violation of this Agreement; or (c) information independently developed by the receiving party without reference to the disclosing party's Confidential Information, already in the receiving party's possession prior to receipt from the disclosing party, or rightfully provided to the receiving party from a third party without restriction. Confidential Information may be disclosed in compliance with any court or administrative order; provided, however, that the receiving party gives the disclosing party reasonable notice that such Confidential Information is being sought by a third party, so as to afford the disclosing party the opportunity to limit or prevent such disclosure.

    1. Duty to User Care with Confidential Information. Each party shall safeguard the disclosing party's Confidential Information from unauthorized use and disclosure using measures that are equal to the standard of performance used it to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. It is acknowledge and agreed that Intertek may retain and use User's Confidential Information subject to the confidentiality obligations of this Agreement to the extent incorporated into iEnable, Intertek's disaster recovery backups or as otherwise permitted or required by law.
  1. Term; Termination
    1. Term; Renewal. This Agreement is effective upon User's acceptance as set forth herein and shall continue in full force unless otherwise earlier terminated in accordance with this Agreement.
    2. General Termination. Should either party commit a material breach of its obligations hereunder, the other party may, at its option, terminate this Agreement by written notice to the other party. Such notice shall identify and describe the material breach upon which termination is based. The breaching party shall have fifteen (15) days from the effective delivery of the notice to cure such breach which, if effected, shall prevent termination by virtue of such breach. In the event of termination by User due to Intertek's uncured breach, Intertek shall refund a pro rata portion of the Fees paid, if any, by User for the then-current term. Otherwise, User shall not be entitled to any refund of the Fees. Intertek may suspend User's access to iEnable immediately upon written notice in the event of nonpayment of the Fees for a period of the (10) days after the due date thereof or immediately in the event of later rejection of User's payment method or chargeback.
    3. Additional Methods of Termination. Intertek reserves the right, in its sole discretion and at any time and for any reason, to terminate the terms of this Agreement and/or access to iEnable upon thirty (30) days notice to User.
    4. Effect of Termination. Upon termination, User shall terminate use of iEnable and Intertek may terminate Users access to iEnable, including, without limitation, User's use of any and all Confidential Information and other proprietary documents and materials made available through iEnable, and return or destroy Intertek's Confidential Information. It is acknowledge and agreed that Intertek may retain User's Confidential Information subject to the confidentiality obligations of this Agreement to the extent incorporated into iEnable, Intertek's disaster recovery backups or as otherwise permitted or required by law.
    5. Return of User Data. If requested in writing within thirty (30) days after the effective date of termination of this Agreement, Intertek will make available to User for download a file of the User Data in comma separated value (.csv) format or in a format otherwise expressly agreed upon. After such thirty (30) day period, Intertek shall have no obligation to maintain or provide any User Data and may thereafter, unless legally prohibited, delete all User Data in its systems or otherwise in its possession or under its control.
  2. Disclaimer of Warranties

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IENABLE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USER'S ACCESS TO AND USE OF IENABLE IS AT USER'S SOLE RISK.

INTERTEK DOES NOT WARRANT THAT USER'S USE OF IENABLE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES INTERTEK MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF IENABLE, NOR DOES INTERTEK PROVIDE ANY WARRANTY RELATED TO THE TIMELINESS, SEQUENCE, ACCURACY, ADEQUACY OR COMPLETENESS OF ANY DOCUMENTS, MATERIALS OR INFORMATION PROVIDED THROUGH IENABLE.

INTERTEK MAKES NO WARRANTY THAT ANY CONSUMER PRODUCT, ITS TESTING OR CERTIFICATION IS IN ANY WAY COMPLIANT ANY LAW, CODE, REGULATION OR REQUIREMENT RELATED TO CONSUMER PRODUCTS WHETHER LOCAL, STATE, FEDERAL OR INTERNATIONAL.

INTERTEK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO IENABLE.

WHILE INTERTEK USES COMMERCIALLY REASONABLE EFFORTS TO UPDATE IENABLE WITH CONTINUALLY CHANGING LAWS, CODES, STANDARDS, REQUIREMENTS AND REGULATIONS (COLLECTIVELY, "LAWS"), INFORMATION AND FORMS, USER MUST ALWAYS EXAMINE THE MOST CURRENT LAWS, INFORMATION AND FORMS TO ENSURE THAT USER IS IN FULL COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS, INTERTEK DOES NOT WARRANT THAT USE OF IENABLE WILL RESULT IN USER'S COMPLIANCE WITH ANY APPLICABLE LAWS, AND USER UNDERSTANDS AND ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING ITS COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL INTERTEK BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, IENABLE OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USER'S USE OR INABILITY TO USE IENABLE, ANY CHANGES TO OR INACCESSIBILITY OF IENABLE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH IENABLE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH IENABLE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE.

IN NO EVENT SHALL INTERTEK'S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE FEES PAID, IF ANY, BY USER TO INTERTEK HEREUNDER.

IF USER IS DISSATISFIED WITH IENABLE, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF IENABLE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.

INTERTEK IS NOT AN INSURER WITH REGARD TO PERFORMANCE OF IENABLE. THE DISCLAIMER OF WARRANTIES AND THE LIMITATION OF LIABILITY AND REMEDY ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES IN ORDER FOR USER TO OBTAIN THE RIGHT TO USE IENABLE.

USER AGREES TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY INTERTEK CONTAINED HEREIN; AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT, IF ANY, OF THE LIMITED REMEDY PROVIDED HEREUNDER.

  1. Indemnification

User agrees to indemnify, hold harmless and defend Intertek, its members, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys' fees, asserted by any person or entity, arising out of or relating to: (a) this Agreement; (b) User's use of iEnable, including any User Data, data or work transmitted or received by User; (c) any unacceptable use of iEnable by User or through User's account, including, without limitation, any User Data or any statement, data or content made, transmitted or republished by User which is prohibited under applicable law or by this Agreement; (d) any intentional or negligent act or omission of User; and/or (e) User's violation of any third party rights, including, without limitation, any intellectual property or privacy right.

  1. Miscellaneous
    1. Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
    2. Assignment. User shall not assign or otherwise transfer its license under this Agreement or any of it rights or duties hereunder to another party, by operation of law or otherwise, without the prior written consent of Intertek. Any attempted assignment or transfer in contravention of this Agreement shall be void and of no effect.
    3. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, nor shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
    4. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
    5. Notice. Unless otherwise provided in this Agreement, all notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or e-mail to either party's last known post office, facsimile or e-mail address, respectively. User hereby consents to notice by email and posting on Intertek's web site. Unless otherwise provided in this Agreement, all notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, provide to the other party.
    6. Law. This Agreement shall be treated as though it were executed and were to be performed in Cook County, Illinois, USA. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts or the International Sale of Goods, the application of which is expressly excluded, but such rights and obligations will instead be governed by the laws of the State of Illinois, USA. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Illinois, USA, without regard to conflict of law principles.
    7. Forum. All actions, claims or disputes arising under or relating to this Agreement shall be exclusively brought in the federal or state courts located in or serving Cook County, Illinois, USA. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts located in or serving Cook County, Illinois, USA. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts located in or serving Cook County, Illinois, USA and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court located in or serving Cook County, Illinois, USA.
    8. Process. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection, by certified or registered mail to the last known address of the party being served, return receipt requested. No provision of this section shall affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions or proceedings to enforce in any lawful manner a judgment issued by the state or federal courts located in or serving Cook County, Illinois, USA.
    9. Equitable Relief. The parties agree that breach of the provisions of this Agreement, including, but not limited to, the unauthorized use or duplication of iEnable or any of the proprietary documents and materials made available through iEnable or a breach of the confidentiality provisions of this Agreement, would cause irreparable harm and significant injury to Intertek which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that Intertek has the right to enforce the provisions of this Agreement in a court of competent jurisdiction by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies Intertek may have for User's breach of this Agreement.
    10. Limitation of Claims. All claims, disputes or litigation arising out of or relating to this Agreement, in any form, manner or method whatsoever, shall be brought within one (1) year from the occurrence of the initial action, inaction or right which gave rise to such claim, dispute or litigation. This limitation of claims is a reflection of the risks assumed by the parties in order for User to obtain the right to use iEnable at the specified price.
    11. Attorneys' Fees. If any action in law or in equity is necessary for Intertek to enforce the terms of this Agreement, Intertek will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which Intertek party may be entitled.
    12. Compliance with Privacy, Export and Other Laws. Intertek makes no representation that iEnable, any content contained thereon, or other material or information related thereto is appropriate to or available in locations outside of the United States. User may not use iEnable or export content in violation of United States Laws. If User accesses iEnable from outside of the United States, User is responsible for compliance with all applicable Laws, specifically including, without limitation, all Laws relating to privacy, use and disclosure.
    13. Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
    14. Force Majeure. If the performance of any part of this Agreement by either party (other than the payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God, telecommunications interruption, slow-speed of the Internet or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
    15. Survival. The terms and provisions of Sections 1(a), 1(e), 3, 4, 6, 7(d) and 8-11 shall survive any termination or expiration of this Agreement.
    16. Entire Agreement. This Agreement, including any other documents referenced herein and hereby incorporated by this reference, constitutes the complete and exclusive statement of the agreement between the parties with respect to iEnable and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning iEnable. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Each User that is a current customer of other services provided by Intertek (or any of its affiliates) hereby agrees and acknowledges that the terms and conditions of this Agreement with respect to User's use of iEnable is completely and fully controlled by this Agreement, and the use of iEnable is not, and is not intended to be, within the scope of services contemplated by any current or future master service, consulting or other agreement with Intertek.