Terms of Service
Terms of Service
THIS MELD CLICKTHROUGH TERMS OF SERVICE AGREEMENT (THIS “AGREEMENT”) GOVERNS CUSTOMER’S USE OF MELD’S SERVICES.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM, OR OTHER DOCUMENT THAT REFERENCES THIS AGREEMENT, OR (3) OTHERWISE ACCESSING OR USING THIS AGREMENT OR INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH COMPANY OR LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH COMPANY OR ENTITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT, AND MAY NOT ACCESS OR USE THE SERVICES.
This Agreement is effective between Customer and Meld as of the date of Customer’s acceptance of this Agreement (“Effective Date”).
Definitions
“Aggregated Statistics” means data and information related to Customer's use of the Services that is used by Meld in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Authorized User” means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
“Customer” means, in the case of an individual accepting this Agreement on their own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, such company or legal entity.
“Customer Data” means any information, data, or content, in any form or medium, submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, but excludes Aggregated Statistics, End User Verification Data, Reusable Identity Data and Transaction Data.
“Documentation” means Meld's user documentation relating to the Services, if any.
“End User” means any individual who accesses or uses the Services through the Customer's application or platform.
“End User Verification Data” means know-your-customer (“KYC”) information and Reusable Identity Data relating to an End User that is collected, processed, generated, or maintained through verification workflows of Meld or its Suppliers, including verification records, verification results, and Verification Tokens, in each case for the purpose of enabling Suppliers to provide services, fiat to crypto on-ramp, crypto to fiat off-ramp, and other related services.
“Meld” means Meld Universal Inc.
“Meld IP” means the Services, the Documentation, Integration Materials and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Meld IP includes Aggregated Statistics and any information, data, or other content derived from Meld's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
“Reusable Identity Data” means an End User’s name, email address, or phone number that are provided to Meld, and that Meld may, subject to applicable law and any required End User notice, consent, or other authorization, retain, use, and disclose to one or more Suppliers (as defined below) to streamline that End User’s later (i) verification through another Supplier, or (ii) access to, onboarding with, or transaction-enablement through such Supplier if the End User chooses to use such Supplier through the Services.
“Integration Materials” means the iframes, software development kit, or other integration materials that Meld makes available to the Customer for enabling functionality of the Services within or in connection with Customer’s own offerings.
“Services” means Meld’s technology platform, including APIs, interfaces, routing infrastructure, and related tools provided or made available by Meld that facilitate discovery of, access to, and interaction with third-party providers offering verification services, digital asset on-ramp, digital asset off-ramp, or related financial services.
“Suppliers” means Meld’s verification partners or providers of Third Party Products whose products or services are made available through or integrated with the Services, including providers of digital asset on-ramp, off-ramp, identity verification, fraud prevention, payment processing, and related financial or compliance services.
“Transaction Data” means the data elements submitted by or on behalf of Customer or an End User for Meld to provide the Services, including wallet addresses, IP addresses, source amounts (whether fiat or crypto), destination amounts (whether fiat or crypto), token identifiers, fiat currency identifiers, payment method selections, and geographic information (including country name and subdivision name).
“Verification Tokens” means verification tokens, or other identifier issued by a Supplier to enable a Supplier to associate verification records, verification results, or other End User Verification Data with an End User.
Access and Use.
Provision of Access. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, Meld hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.
Documentation License. Subject to the terms and conditions contained in this Agreement, Meld hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
Integration Materials License. Subject to the terms and conditions contained in this Agreement, Meld hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable, license to (i) use the Integration Materials to enable functionality of the Services within Customer’s own offerings (“Customer Offerings”); and (ii) reproduce, copy, and distribute the Integration Materials solely as a part of the Customer Offerings. Customer may modify the Integration Materials only with prior written approval of Meld and solely to facilitate integration between the Services and the Customer Offerings.
Use Restrictions. Customer will not use the Meld IP for any purposes beyond the scope of the access granted in this Agreement. Except as expressly set forth in this Agreement, Customer will not at any time, directly or indirectly, and will not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Meld IP, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Meld IP to third parties (other than End Users as part of the Customer Offering as contemplated under this Agreement); (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source code to any Meld IP, in whole or in part; (iv) remove any proprietary notices from any Meld IP; (v) use the Meld IP to develop a competing product or service (excluding, for clarity, Customer Offerings integrated with the Services pursuant to this Agreement); or (vi) use the Meld IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Reservation of Rights. Meld reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Meld IP.
Suspension. Notwithstanding anything to the contrary in this Agreement, Meld may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Meld reasonably determines that (A) there is a threat or attack on any of the Meld IP; (B) Customer's or any Authorized User's use of the Meld IP disrupts or poses a security risk to the Meld IP or to any other customer or vendor of Meld; (C) Customer, or any Authorized User, is using the Meld IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Meld's provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (ii) any vendor of Meld has suspended or terminated Meld's access to or use of any third-party services or products required to enable Customer to access the Services; (any such suspension described in subclause (i), or (ii), a “Service Suspension”). Meld will use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Meld will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Meld will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Meld may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Meld and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Meld. Customer acknowledges that Meld may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Meld may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information. Meld may also collect non-aggregated and non-anonymized Customer data but will use such data solely for purposes of improving the Services provided to Customer, and Customer will retain title in all such data.
Marketing and Promotion: Meld may reference and identify Customer on its website and other collateral for identification and promotional purposes.
Customer Responsibilities.
General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer will use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and will cause Authorized Users to comply with such provisions. Customer is responsible for complying with its own industry standard data security policy and will ensure that all Authorized Users comply with such policy.
Integration Materials. Customer uses the Integration Materials to integrate the Customer Offering with the Services at its own risk and expense. Customer will not make any representations, warranties, misrepresentations, promises, commitments or guarantees with respect to the Integration Materials or the Services. Meld will use commercially reasonable efforts to notify Customer in advance of any updates to Integration Materials or before discontinuing support for any Integration Materials (each, a "Discontinued Integration Materials"). Meld will have no liability for any issues, security vulnerabilities, incompatibilities, or failures arising from Customer's use of Discontinued Integration Materials. Meld's indemnification obligations under Section 8(a) will not apply to any claim arising from Customer's use of Discontinued Integration Materials if the claim would not have arisen had Customer used the then-current version of such Integration Materials.
Third-Party Products. Meld may make certain third party products available to Customer or facilitate Customer’s integration with, or an End User’s use of or access to, such products (“Third Party Products”). Suppliers have their own terms and conditions, and if Customer does not agree to abide by the applicable terms and conditions for any Suppliers, then Customer should not install or use such Third Party Products. For clarity, Customer remains responsible for any Supplier fees, and Meld disclaims all liability relating to Third Party Products.
Reusable Identity Data and End User Verification Data.
Authorization. Customer acknowledges and agrees that Meld may (i) collect, retain, and disclose an End User’s Reusable Identity Data and Verification Tokens to Suppliers to streamline the End User’s later access to, onboarding with, or transaction-enablement through such Supplier if the End User chooses to use that Supplier through the Services; (ii) use an End User’s Reusable Identity Data or Verification Token to retrieve End User Verification Data from a Supplier and transfer such End User Verification Data to another Supplier solely to complete verification of such End User via such other Supplier, in each case subject to and as set forth in applicable law and any required End User notice, consent, or other authorization.
Confidential Information
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). For clarity, Confidential Information does not include Transaction Data, Reusable Identity Data or End User Verification Data. Confidential Information also does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party will not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party will promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Ownership; Feedback.
Meld IP. Customer acknowledges that, as between Customer and Meld, Meld owns all right, title, and interest, including all intellectual property rights, in and to the Meld IP and, with respect to Third Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third Party Products.
Customer Data. Meld acknowledges that, as between Meld and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Meld a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Meld to provide the Services to Customer , and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Meld by mail, email, telephone, or otherwise, suggesting or recommending changes to the Meld IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Meld is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Meld on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Meld is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Meld is not required to use any Feedback.
Warranty Disclaimer.
MELD IP IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND MELD HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MELD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MELD MAKES NO WARRANTY OF ANY KIND THAT THE MELD IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Indemnification.
Meld Indemnification.
Meld will indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Meld in writing of the claim, cooperates with Meld, and allows Meld sole authority to control the defense and settlement of such claim.
If such a claim is made or appears possible, Customer agrees to permit Meld, at Meld's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Meld determines that neither alternative is reasonably available, Meld may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Meld or authorized by Meld in writing; (B) modifications to the Services not made by Meld; or (C) Customer Data; or (D) Third Party Products.
Customer Indemnification. Customer will indemnify, hold harmless, and, at Meld's option, defend Meld from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Meld or authorized by Meld in writing; or (iv) modifications to the Services not made by Meld, provided that Customer may not settle any Third-Party Claim against Meld unless Meld consents to such settlement, and further provided that Meld will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER'S SOLE REMEDIES AND MELD'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL MELD'S LIABILITY UNDER THIS SECTION 8 EXCEED $100.
Limitations of Liability.
IN NO EVENT WILL MELD BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MELD WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MELD'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE BE GREATER THAN $100 .
Term and Termination.
Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until one year from such date (the “Initial Term”). This Agreement will automatically renew for additional successive one-year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
Termination. In addition to any other express termination right set forth in this Agreement: (i) either Party may terminate this Agreement, effective on thirty (30) days written notice to the other Party so long as such notice is not provided earlier than 30 days prior to the end of the Initial Term; (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured 30 (thirty) days after the non-breaching Party provides the breaching Party with written notice of such breach; (iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (iv) Meld may terminate this Agreement at any time for convenience.
Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer will immediately discontinue use of the Meld IP and, without limiting Customer's obligations under Section 5, Customer will delete, destroy, or return all copies of the Meld IP and certify in writing to the Meld that the Meld IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
Survival. This Section 10(d) and Sections 1, 2(e), 2(g), 2(h), 3, 4, 5, 6, 7, 8, 9, 10(c), and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Miscellaneous.
This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and delivered electronically to the Parties at notices@meld.io, if to Meld, or to the email address Meld then-has on file for Customer, if to Customer. Either Party may update its address for Notice by sending Notice to the other Party in accordance with the foregoing. Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section. In no event will Meld be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Meld's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (A) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (B) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Customer will not partner or enter into any agreement with any other payment or onramp aggregation or orchestration service during the term of this Agreement. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of Santa Clara, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Meld. Meld may freely assign this agreement and delegate its obligations hereunder. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Customer will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings thereunder (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.