MyAppsCoTM, Corp
Developer Distribution Agreement
Definitions
Authorized Carrier: A mobile network operator who is authorized to receive a distribution fee for Products that are sold to users of Devices on its network.
MyAppsCo, Corp ("MyAppsCo"): a Florida corporation with principal place of business at 7232 W. Sand Lake Road,Suite 200, Orlando, FL 32819, United States.
Device: Any mobile device that can operate applications distributed by MyAppsCo..
Products: Software, content and digital materials distributed by MyAppsCo.
Developer or You (or "you"): Any person or company who is registered and approved by MyAppsCo to distribute Products in accordance with the terms of this Agreement.
Developer Account: A publishing account issued to Developers that enables the distribution of Products through MyAppsCo.
Market: The online store(s) operated by MyAppsCo from which Products are sold and/or distributed. Such online stores may be branded for individual members of MyAppsCo's independent sales force.
Payment Processor: Any party authorized by MyAppsCo to provide payment processing services that enable Developers with Payment Accounts to charge Device users for Products distributed via the Market.
Payment Account: A financial account issued by MyAppsCo's approved Payment Processor to a Developer that authorizes the Payment Processor to collect and remit payments on the Developer's behalf for Products sold through MyAppsCo.
1. Payment and Pricing
1.1 In order to receive payment for apps which You develop, You must acquire and maintain a valid Payment Account from MyAppsCo's approved Payment Processor. You may set the price for your Products, but the price must be listed in U.S. dollars.
2. Accepting this Agreement
2.1 This agreement ("Agreement") forms a legally binding contract between you and MyAppsCo. In order to use the Market to distribute Products, you must first agree to this Agreement by clicking to accept where this option is made available to you. You may not distribute Products through the Market if you do not accept this Agreement.
2.2 You may not use the Market to distribute Products and may not accept the Agreement unless you are verified as a Developer in good standing with MyAppsCo. This Agreement will automatically terminate if you are (a) not a Developer in good standing, or (b) a person or entity barred from using any application distribution or development software under the laws of the United States or other countries including the country in which you are resident or from which you use any such software.
2.3 If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Market on behalf of your employer or other entity.
3. Pricing and Payments.
3.1 The price you set for Products will determine the amount of payment you will receive. MyAppsCo shall retain 30% of the gross sales price of the Products as its com-mission. A Transaction Fee will also be charged on the sales price and apportioned to the Payment Processor and, if one exists, the Authorized Carrier. The remainder (sales price less Transaction Fee and MyAppsCo's commission) will be remitted to you. The "Transaction Fee" is set by the Payment Processor and may be revised from time to time by the Payment Processor. Developer is responsible for determining if a Product is taxable and the applicable tax rate for the Payment Processor to collect for each taxing jurisdiction where Products are sold. Developer is responsible for remitting taxes to the appropriate taxing authority.
3.2 The Payment Processor will remit funds from Product sales through the Market to MyAppsCo on a monthly basis. MyAppsCo will then issue payment to you for your Products that were sold in the preceding pay period. Payment shall be issued on or about the 15th of each month.
3.3 MyAppsCo will pay you 70% of funds received by MyAppsCo from Products you Develop which are sold through the Market (less the Transaction Fee and any other deductions for chargebacks, returns, or refunds). MyAppsCo shall retain 30% of the gross proceeds from the sale as its commission.
3.4 If a User returns any Product, issues a charge-back on his/her credit card, disputes payment, or otherwise obtains a refund for the Product(s) you develop and sell through the Market, MyAppsCo will deduct the amount of the refund, chargeback, or other repayment to the User from the amounts owed to you. The deduction shall occur in the payment cycle following the month in which the refund, chargeback, or other repayment was issued.
3.5 This Agreement covers both Products you choose to distribute for free and Products for which you charge a fee (once payment processing is enabled on the Market). In order to charge a fee for your Products, you must have a valid Payment Account with MyAppsCo's approved Payment Processor.
3.6 You may also choose to distribute Products for free. If the Product is free, you will not be charged a Transaction Fee.
3.7 Special Refund Requirements. The Payment Processor's standard terms and conditions regarding refunds will apply except the following terms apply to your distribution of Products on the Market.
Products that can be previewed by the buyer (such as ringtones and wallpapers): No refund is required or allowed.
Products that cannot be previewed by the buyer (such as applications): You authorize MyAppsCo to give the buyer a full refund of the Product price if the buyer requests the refund within 72 hours after purchase.
Products that are subject to federal or state door-to-door sales cancellation rights: You authorize MyAppsCo to give the buyer a full refund for the products as required by applicable law.
3.8 You Support Your Product. You will be solely responsible for support and maintenance of your Products and any complaints about your Products. Your contact informa-tion will be displayed in each application detail page and made available to users for customer support purposes.
Failure to provide adequate support for your Products may result in low Product ratings, less prominent product exposure, low sales and billing disputes. Except in cases when multiple disputes are initiated by a user with abnormal dispute history, billing disputes received by Payment Processor for Products sold for less than $10 may be automatically charged back to the Developer, in addition to any handling fees charged by the Payment Processor. Chargeback requests for Products $10 or more will be handled in accordance with the Payment Processor's standard policy.
3.9 Reinstalls. Users are allowed unlimited reinstalls of each application distributed via the Market, provided however that if you remove a Product(s) from the Market pursuant to clauses (i), (ii), (iii) or (iv) of Section 7.1, such Product(s) shall be removed from all portions of the Market and users shall no longer have a right or ability to reinstall the affected Products.
4. Use of the Market by You
4.1 Except for the license rights granted by you in Section 5 below, MyAppsCo agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any of Products, including any intellectual property rights which subsist in those applications.
4.2 You agree to use the Market only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
4.3 You agree that if you use the Market to distribute Products, you will protect the privacy and legal rights of users. If the users provide you with, or your Product accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Product, and you must provide legally adequate privacy notice and protection for those users. Further, your Product may only use that information for the limited purposes for which the user has given you permission to do so. If your Product stores personal or sensitive information provided by users, it must do so securely and only for as long as it is needed. But if the user has opted into a separate agreement with you that allows you or your Product to store or use personal or sensitive information directly related to your Product (not including other products or applications) then the terms of that separate agreement will govern your use of such information. If the user provides your Product with his or her MyAppsCo Account information, your Product may only use that information to access the user's MyAppsCo Account when, and for the limited purposes for which, the user has given you permission to do so.
4.4 You agree that you will not engage in any activity with the Market, including the development or distribution of Products, that interferes with, disrupts, damages, or accesses in an unauthorized manner any devices, servers, networks, or other properties or services of any third party. You may not use customer information obtained from or about the Market to sell or distribute Products outside of the Market.
4.5 You may not use the Market to distribute or make available any Product whose primary purpose is to facilitate the distribution of software applications and/or games for use outside of the Market.
4.6 You agree that you are solely responsible for (and that MyAppsCo has no responsibility to you or to any third party for) any Products you distribute through the Market and for the consequences of your actions (including any loss or damage which MyAppsCo may suffer) by doing so.
4.7 You agree that you are solely responsible for (and that MyAppsCo has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which MyAppsCo or any third party may suffer) of any such breach.
4.8 You may protect your Products so that users may not share Products with other users or devices.
4.9 Product Ratings. MyAppsCo will allow users to rate Products. Only users who download the applicable Product will be able to rate it. Product ratings will be used to determine the placement of Products on the Market with higher rated Products generally given better placement, subject to MyAppsCo's ability to change placement at MyAppsCo's sole discretion. The Market may also assign you a composite score for any Product that has not received user ratings. A Developer Composite Score will be a representation of the quality of your Product based on your history and will be determined at MyAppsCo's sole discretion. For new Developers without Product history, MyAppsCo may use or publish performance measurements such as uninstall and/or refund rates to identify or remove Products that are not meeting acceptable standards, as determined by MyAppsCo. MyAppsCo reserves the right to display Products to users in a manner that will be determined at MyAppsCo's sole discretion.
Your Products may be subject to user ratings to which you may not agree. You may contact MyAppsCo if you have any questions or concerns regarding such ratings.
4.10 Marketing Your Product. You will be responsible for uploading your Products to MyAppsCo's application database, providing required Product information to users, and accurately disclosing the security permissions necessary for the Product to function on user Devices. Products that are not properly uploaded will not be published or available to the Market.
4.11 Restricted Content. You may not advertise, promote, market, upload or publish on MyAppsCo's application database, or sell or give away for free, on or through the Market any Product that, in MyAppsCo's sole discretion, is obscene, vulgar, pornographic, offensive, profane, illegal, defamatory, or which incites hatred, discrimination, or violence.
5. License Grants
5.1 You grant to MyAppsCo a nonexclusive, worldwide, and royalty-free license to copy, perform, display, and use the Products for administrative and demonstration purposes in connection with the operation and marketing of the Market.
5.2 You grant to MyAppsCo a license to distribute the Products. This license extends to MyAppsCo independent sales persons. In addition, you grant MyAppsCo a license to enter into sub-license agreements with third-parties pursuant to which the third-parties may market and sell the Products under their own brand.
5.3 MyAppsCo may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as MyAppsCo. After termination of this Agreement, MyAppsCo will not distribute your Product, but may retain and use copies of the Product for support of the Market
5.4 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Product on a Device. If you choose, you may include a separate end user license agreement (EULA) in your Product that will govern the user's rights to the Product in lieu of the previous sentence.
5.5 You represent and warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the Product. If You use third-party materials, You represent and warrant that you have the right to distribute the third-party material in the Product. You agree that You will not submit material to Market that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, trade secret, privacy and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to submit the material.
6. Brand Features and Publicity
6.1 "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.
6.2 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Agreement, Developer grants to MyAppsCo and its affiliates a limited, non-exclusive license during the term of this Agreement to display Developer Brand Features, submitted by Developer to MyAppsCo, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Developer's Product through the Market, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Products on the Market, MyAppsCo will cease use of the discontinued Products' Brand Features pursuant to this Section 6.2, except as necessary to allow MyAppsCo to effectuate Section 3.6. Nothing in this Agreement gives Developer a right to use any of MyAppsCo's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
6.3 Publicity. In addition to the license granted in 6.2 above, for purposes of marketing the presence, distribution and sale of the Developer's Product through the Market, MyAppsCo and its independent contractor salesforce may include Developer Brand Features, submitted by Developer to MyAppsCo: (i) within the Market and in any MyAppsCo-owned online or mobile properties; (ii) in online or mobile communications outside the Market when mentioned along with other Market Products; (iii) when making announcements of the availability of the Product online or on mobile devices; (iv) in presentations; (v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on MyAppsCo websites); (vi) in public events hosted by MyAppsCo; (vii) in MyAppsCo's marketing and promotional material; and (viii) in presentations and events sponsored by members of MyAppsCo independent contractor sales force. If Developer discontinues the distribution of specific Products on the Market, MyAppsCo will cease use of the discontinued Products' Brand Features for such marketing purposes.
7. Product Takedowns.
7.1 Your Takedowns. You may remove your Products from future distribution to the Market at any time, but you must comply with this Agreement and the Payment Processor's Payment Account terms of service for any Products distributed through the Market, including but not limited to refund requirements. Removing your Products from future distribution via the Market does not (a) affect the license rights of users who have previously purchased or downloaded your Products, (b) remove your Products from Devices or from any part of the Market where previously purchased or downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support Products or services that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will MyAppsCo maintain on any portion of its Product database (including, without limitation, the part of its system where previously purchased or downloaded applications are stored on behalf of users) any Product that you have removed from the Market and provided written notice to MyAppsCo that such removal was due to: (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (iv) an allegation or determination that such Product does not comply with applicable law.
If you remove a Product from the Market pursuant to clauses (i), (ii), (iii) or (iv) of this Section 7.1, and an end user purchased such Product within a year before the date of takedown, at MyAppsCo's request, you must refund to the affected end user all amounts paid by such end user for such affected Product.
7.2 MyAppsCo Takedowns. While MyAppsCo does not undertake an obligation to monitor the Products or their content, if MyAppsCo is notified by you or otherwise becomes aware and determines in its sole discretion that a Product or any portion thereof or your Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) violates the terms of this Agreement (d) is being distributed by you improperly; (e) may create liability for MyAppsCo's independent contractor salepersons, or Authorized Carriers; (f) is deemed by MyAppsCo to have a virus or is deemed to be malware, spyware or have an adverse impact on users, or an Authorized Carrier's network; (g) violates the terms of this Agreement or the Developer Program Policies for Developers; or (h) the display of the Product is impacting the integrity of MyAppsCo servers (i.e., users are unable to access such content or otherwise experience difficulty), MyAppsCo may remove the Product from the Market or reclassify the Product at its sole discretion. MyAppsCo reserves the right to suspend and/or bar any Developer from the Market at its sole discretion.
In the event that your Product is involuntarily removed because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and an end user purchased such Product within one year before the date of takedown: (i) you must refund to MyAppsCo, all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees), and (ii) MyAppsCo may, at its sole discretion, withhold from your future sales and/or commissions the amount in subsection (i) above.
8. Your Developer Password and Username
8.1 You agree that you are responsible for maintaining the confidentiality of any developer password and/or username that may be issued to you by MyAppsCo or which you may choose yourself. You further agree that you will be solely responsible for all applications that are developed under your developer username and/or password. MyAppsCo may limit the number of Developer usernames and passwords issued to you or to the company or organization you work for.
9. Privacy and Information
9.1 In order to continually innovate and improve the Market, MyAppsCo may collect certain usage statistics from the Market and Devices, including but not limited to, information on how the Market and Devices are being used.
9.2 The data collected is examined in the aggregate to improve the Market for users and Developers and is maintained in accordance with MyAppsCo's Privacy Policy. To ensure the improvement of Products, limited aggregate data may be available to you upon written request, but MyAppsCo shall not be under any obligation to provide such data.
10. Terminating this Agreement
10.1 This Agreement will continue to apply until terminated by either you or MyAppsCo as set out below, or as amended as set forth below.
10.2 If you want to terminate this Agreement, you must provide MyAppsCo with thirty (30) days prior written notice (unless this Agreement terminates under Section 14.1) and cease your use of any relevant developer credentials.
10.3 MyAppsCo may at any time, terminate this Agreement with you if:
(A) you have breached any provision of this Agreement; or
(B) MyAppsCo is required to do so by law; or
(C) you cease being an authorized Developer; or
(D) MyAppsCo decides to no longer provide the Market.
11. DISCLAIMER OF WARRANTIES
11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKET IS AT YOUR SOLE RISK AND THAT THE MARKET IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
11.2 YOUR USE OF THE MARKET AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH MYAPPSCO IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
11.3 MYAPPSCO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12. LIMITATION OF LIABILITY
12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT MYAPPSCO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, WHETHER OR NOT MYAPPSCO OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
12.2 YOU AGREE THAT THE MAXIMUM AMOUNT TO WHICH MYAPPSCO MAY BE LIABLE TO YOU UNDER ANY THEORY OF LAW OR EQUITY IS THE UNPAID BALANCE OF ANY PRODUCT SALES THAT IS OWED TO YOU PURSUANT TO THE TERMS OF THIS AGREEMENT.
13. Indemnification
13.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless MyAppsCo, its affiliates and their respective directors, officers, employees and agents, members of its independent sales force, and Authorized Carriers from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the Market in violation of this Agreement; (b) your Product that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; and (c) any damage or liability from any virus, malware, spyware, or other damaging program or code contained in any Product you upload to the MyAppsCo's system.
13.2 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the applicable Payment Processors (which may include MyAppsCo and/or third parties) and the Payment Processors' affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from taxes related to Your distribution of Products distributed via the Market.
14. Amendments to the Agreement
14.1 MyAppsCo may make amendments to this Agreement at any time by issuing notice of amendments in the Developer section of its official website, and/or by sending notice of amendments to Developers via email to the email address that MyAppsCo has on file for the Developer. Amendments shall become effective 30 days after notice is issued. Developer's failure to cancel his/her Developer Agreement shall constitute his/her acceptance of all amendments.
15. General Legal Terms
15.1 This Agreement constitutes the whole legal agreement between you and MyAppsCo and governs your use of the Market, and completely replaces any prior agreements between you and MyAppsCo in relation to the Market and the subject matter addressed herein.
15.2 The relationship between MyAppsCo and Developer is that of principal and independent contractor. YOU SHALL NOT BE TREATED AS AN EMPLOYEE OF MYAPPSCO FOR FEDERAL OR STATE TAX PURPOSES, OR FOR ANY OTHER REASON. You shall be solely responsible to pay all taxes related to all income received from MyAppsCo. MyAppsCo will not make any withholdings from your compensation except as specified in this Agreement. You are not authorized to represent or speak for MyAppsCo in any capacity.
15.3 You agree that if MyAppsCo does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which MyAppsCo has the benefit of under any applicable law), this will not be taken to be a formal waiver of MyAppsCo's rights and that those rights or remedies will still be available to MyAppsCo.
15.4 If any court of law or arbitration panel having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
15.5 EXPORT RESTRICTIONS. PRODUCTS ON THE MARKET MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.
15.6 The rights granted in this Agreement may not be assigned or transferred by you without the prior written approval of MyAppsCo. You may not delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.
15.7 The Federal Arbitration Act shall govern matters relating to the conduct of any arbitration brought pursuant to this Agreement. Questions of substantive law relating to or arising from this Agreement, and your relationship with MyAppsCo under this Agreement, shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.
15.8 Except as otherwise provided in the Agreement, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled through confidential arbitration. The Parties waive rights to trial by jury or to any court. The arbitration shall be filed with, and administered by, the American Arbitration Association in accordance with the AAA's Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA's website at www.adr.org. Notwithstanding the rules of the AAA, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:
- The Federal Rules of Evidence shall apply in all cases;
- The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
- The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
- The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Florida shall govern all other matters relating to or arising from the Agreement, without regard to principles of conflicts of laws.
- The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five business days;
- The Parties shall be allotted equal time to present their respective cases;
- The arbitration shall be brought on an individual basis and not as part of a class or consolidated action.
All arbitration proceedings shall be held in Orlando, Florida. There shall be one arbitrator selected from the panel that the AAA provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court to which the Parties have consented to jurisdiction as set forth in the Agreement. This agreement to arbitrate shall survive the cancellation or termination of the Agreement.
The parties and the arbitrator shall maintain the confidentiality of the arbitration proceedings and shall not disclose to third parties:
- The substance of, or basis for, the controversy, dispute, or claim;
- The substance or content of any settlement offer or settlement discussions or offers associated with the dispute;
- The pleadings, or the content of any pleadings, or exhibits thereto, filed in any arbitration proceeding;
- The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;
- The terms or amount of any arbitration award;
- The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.
Notwithstanding the foregoing, nothing in the Agreement shall prevent either party from applying to and obtaining from any court to which the Parties have consented to jurisdiction as set forth in the Agreement a temporary restraining order, preliminary or permanent injunction, or other equitable relief to safeguard and protect its trade secrets and intellectual property rights, trade secrets, and/or confidential information including but not limited to enforcement of its rights under the non-solicitation provision of this Agreement.
15.9 With respect to any dispute that is not subject to arbitration, or for which a party is entitled to seek equitable relief before a court, the parties consent to exclusive jurisdiction and venue before the federal and state courts residing in Orlando, Florida.
15.10 The obligations in Sections 3.7, 3.8, 4.3, 4.4, 4.6, 6.2, 11, 12, 13, 15.2, 15.4, 15.7 and 15.8 will survive any expiration or termination of this Agreement.
