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Microsoft adExcellence Program Agreement
For an individual applying to obtain
or maintain Microsoft adExcellence Program accreditation.
To achieve Microsoft adExcellence Program
accreditation status, in addition to other requirements detailed in the
Program Logo Guidelines (as defined below) and/or herein, you must first receive
adExcellence Program accreditation.
This Microsoft adExcellence
Program Agreement (the “Agreement”)
is a legal document between Microsoft Corporation or that Microsoft affiliate specifically
identified in the Contracting Party Annex attached to this Agreement (“Microsoft")
and you, the individual who has signed this Agreement (“you”). This Agreement is a part of, and all of its
terms and conditions are incorporated into, the online or paper application
you complete and sign to become adExcellence Program accredited (“Application”). By signing the online or paper Application,
you agree to be bound by this Agreement and the program details currently located
at http://adexcellence.com/adEx/logousage.aspx
(the “Program Logo Guidelines”) which
is incorporated herein and forms part of this Agreement.
1. Purpose.
Microsoft is an innovative software company, and frequently releases new products
and technologies into the marketplace. Many
of Microsoft’s products and technologies are technically complex.
In order to share information about Microsoft’s adCenter services generally
available, Microsoft has developed the Microsoft adExcellence Program (the “adExcellence
Program”), which grants accreditation to individuals who have complied with all
requirements detailed herein and the Program Guide for becoming adExcellence Program
accredited.
2.
Obtaining and Maintaining Accreditation.
To be accredited by the adExcellence Program, you must satisfy all applicable initial
accreditation requirements described in the Program Guide.
To maintain your adExcellence Program accreditation, you must comply with
all applicable continuing accreditation requirements described in the Program Guide.
You agree that Microsoft may, at its sole discretion, change the adExcellence Program
accreditation requirements (both initial and continuing), the name of the adExcellence
Program and accreditation, the Program Guide, the adExcellence Program Logo at any
time. Microsoft will notify you of such changes
by posting them on the adExcellence Program Web site, by mail, or by e-mail to the
addresses you provide us. You must notify
Microsoft of any change in your address and email address from those given in your
Application. Microsoft will provide you with
a reasonable period of time in which to comply with any such changes.
3.
Authorization And Restrictions
(a)
Authorization.
(i) Grant. Upon your satisfaction of the initial
adExcellence Program accreditation requirements, and provided you comply with this
Agreement and all continuing accreditation requirements, Microsoft hereby authorizes
you to use the adExcellence Program Logo according to the adExcellence
Program Logo Guidelines currently located
at http://adexcellence.com/adEx/logousage.aspx
(ii)
Ownership. All rights not expressly granted herein are reserved by Microsoft. You acknowledge and agree that Microsoft owns
the adExcellence Program Logo, and that nothing in this Agreement, or that might
otherwise be implied by law, shall operate to give you any right, title or interest
in the adExcellence Program Logo, other than the authorization specifically granted
herein.
(iii)
Restrictions.
You may not use or reproduce the adExcellence Program Logo in any manner
other than as described in the adExcellence Program Logo Usage Guidelines and/or
in any applicable artwork provided by Microsoft.
You shall employ best efforts to use the adExcellence Program Logo in a manner that
does not derogate from Microsoft’s rights in the adExcellence Program Logo, and
shall take no action that may interfere with or diminish Microsoft’s rights in the
adExcellence Program Logo, either during the term of this Agreement or afterwards. You agree to immediately cease all use of
the adExcellence Program Logo upon the expiration or other termination of this Agreement.
(b)
Non-disclosure Agreement. You expressly undertake to retain in confidence
all information and know-how transmitted to you by Microsoft that Microsoft has
identified as being proprietary and/or confidential or that, by the nature of the
circumstances surrounding its disclosure, ought in good faith to be treated as proprietary
and/or confidential, and you will make no use of such information and know‑how except
under the terms and during the existence of this Agreement.
Notwithstanding the foregoing, you shall have no obligation to maintain
the confidentiality of information that (i) you received rightfully from another
party prior to its receipt from Microsoft; (ii) Microsoft has disclosed to an unaffiliated
third party without any obligation to maintain such information in confidence; or
(iii) you independently develop without reference to any confidential information.
Further, you may disclose confidential information as required by governmental or
judicial order, provided you give Microsoft prompt written notice prior to such
disclosure and comply with any protective order (or equivalent) imposed on such
disclosure. Your obligations under this Section
shall survive the expiration or other termination of this Agreement and continue
until the earlier of (x) such time as the information protected hereby is in the
public domain through no fault of yours; or (y) one (1) year from the date of disclosure;
or (z) three (3) years from the
expiration or termination of this Agreement for all other confidential information.
4. No
Further Conveyances
You may not assign, sublicense, or transfer
this Agreement (or any right granted herein) in any manner, whether by merger,
operation of law or otherwise. Any attempted
assignment, sublicense, or transfer shall be null and void.
6. Disclaimer; Limitation Of Liability
TO THE EXTENT PERMITTED BY APPLICABLE
LAW, MICROSOFT PROVIDES THE ADEXCELLENCE PROGRAM AND ALL RELATED MATERIALS IN CONNECTION
WITH THIS AGREEMENT (COLLECTIVELY, THE “MATERIALS”)
“AS IS”,
“AS AVAILABLE”,
“WITH
ALL FAULTS’ AND WITHOUT WARRANTY OF ANY KIND.
MICROSOFT HEREBY DISCLAIMS all warranties
and conditions, whether express, implied or statutory, with respect to the MATERIALS,
including any IMPLIED warranties, DUTIES or conditions of MERCHANTABILITY, fitness
for a particular purpose, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS
OF RESPONSES, title, non-infringement, RESULTS, WORKMANLIKE EFFORT, AND LACK OF
NEGLIGENCE.
IN NO EVENT WILL MICROSOFT BE LIABLE
FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING DAMAGES
FOR LOSS OF PROFITS OR DATA, FOR BUSINESS INTERRUPTION, OR FOR DAMAGE TO PROPERTY
(INCLUDING YOUR COMPUTER OR OTHER DEVICE) ARISING OUT OF OR RELATING TO THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM OR RELATED TO YOUR
ADEXCELLENCE ACCREDITATION, YOUR FAILURE TO ACHIEVE ADEXCELLENCE ACCREDITATION,
OR THE EXPIRATION OR TERMINATION OF YOUR ADEXCELLENCE ACCREDITATION PURSUANT TO
THIS AGREEMENT, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,
THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7.
No Representations; Indemnification
(a)No Partnership, Joint Venture,
Agency, Or Franchise. Neither this Agreement,
nor any terms or conditions contained herein, shall be construed as creating
a partnership, joint venture, employee-employer, or agency relationship between
you and Microsoft or as granting a franchise.
You may not advertise, promote, or suggest in any manner that you are employed by,
affiliated with, or sponsored by Microsoft except to state, if true and consistent
with the terms of this Agreement, that you are a Microsoft adExcellence Member. You will not make any representations, warranties,
or promises on behalf of Microsoft.
(b)
Indemnification. You agree that Microsoft will have no liability
to you or to any of Your customers, and that you will defend, indemnify, and
hold harmless Microsoft, its successors and affiliate and subsidiary corporations
and their respective officers, directors, and employees from, any and all demands,
claims, and/or liabilities (including, but not limited to, personal injury or product
liability claims) (“Claims”) arising
out of or in any manner connected with: (i) your performance or failure to perform
under this Agreement; (ii) the promotion, sale, performance, or distribution of
your services; (iii) your use of the adExcellence
Program Logo in a manner which is in any way inconsistent with the terms of this
Agreement, and/or (iv) Microsoft’s suspension or termination of your accreditation
and/or of this Agreement pursuant to the terms and conditions hereof.
In the event Microsoft seeks indemnification from you under this provision,
Microsoft will promptly notify you in writing of the Claim(s) brought against Microsoft
for which it seeks indemnification. Microsoft
reserves the right, at its option, to assume full control of the defense of any
such Claim with legal counsel of its choice or to tender the defense to you and
have legal counsel of its choice monitor the defense.
If Microsoft assumes full control of the defense of any such claim, any
settlement of that Claim requiring payment from you shall be subject to your prior
written approval, which approval shall not be unreasonably withheld.
You shall reimburse Microsoft promptly upon demand for any expenses reasonably
incurred by Microsoft in defending any such Claim, including, without limitation,
its attorneys’ fees and costs, as well as any judgment on or settlement of the Claim.
8. Terms
And Termination
(a)
Term. This Agreement shall
become effective (“Effective Date”)
on the date you enroll to be accredited in the adExcellence Program, either electronically
or in writing, and shall be in effect for one year unless terminated earlier
as provided below. However, this Agreement
shall only be valid if no changes are made to this Agreement as written by Microsoft.
(b)
Termination of Accreditation. If you fail to comply with any continuing accreditation
requirements within the required applicable time frame, your accreditation shall
automatically be suspended once such time frame has lapsed.
Upon suspension of your accreditation, you must stop representing yourself
as a accredited adExcellence Program member.
In the event your accreditation is suspended pursuant to this Section, and the circumstances
of such suspension are known to Microsoft, Microsoft will use reasonable efforts
to provide you with written notice of such suspension.
(c)
Termination By Either Party. Either party may terminate this Agreement at any
time, with or without cause, by sending written notice to the other party.
(e) Obligations Upon Termination.
Beginning on the date of and following termination of this Agreement, you shall
cease and desist using the adExcellence Program Logo and representing yourself
as adExcellence Program accredited.
9.
Conduct Of Business
(a)Business Practices.
You agree that you will conduct all business while accredited by the adExcellence
Program in a manner that (i) does not in any way adversely impact Microsoft’s
reputation; (ii) avoids deceptive, misleading, or unethical practices; (iii) avoids
making any representations, warranties, or guarantees to customers on behalf of
Microsoft; (iv) complies with all applicable U.S. export regulations and other applicable
governmental laws and regulations; and (v) complies with copyright and other intellectual
property and proprietary rights protections for Microsoft software, development
tools, and other products, including the restrictions in this Agreement.
(b)Trademark Restrictions.
Nothing in this Agreement authorizes you to use any Microsoft trademarks, service
marks, or logos except as expressly referenced in this Agreement.
(c)Participation in Online Newsgroups.
You agree that your participation in any adExcellence Program communication activities
such as newsgroups, bulletin boards, and online chats that Microsoft may provide
will be done in accordance with any code of conduct accessible on such communication
site. If you do not comply with such code
of conduct, Microsoft may terminate your participation in the adExcellence Program
10.
General
(a) Governing Law; Jurisdiction; Attorneys’
Fees.
This Agreement will be construed and controlled by the laws of, and any disputes
regarding this Agreement will be subject to jurisdiction and venue in, the country
identified in the Governing Law and Venue Annex attached
to this Agreement attached to
this Agreement. In any action to enforce
any right or remedy under this Agreement or to interpret any provision of this Agreement,
the prevailing party shall be entitled to recover its reasonable attorneys’ fees,
costs and other expenses.
(b)
Modification/Prior Agreements.
This Agreement may not be modified except in a writing signed by authorized representatives
of both parties. This Agreement supersedes
any prior written or oral agreements between the parties with regard to the subject
matter herein.
(c)
Non-Waiver.
No waiver of any breach of any provision of this Agreement by either party on
one occasion shall constitute a waiver of any prior, concurrent, or subsequent breach
of the same or any other provision hereof, and no waiver shall be effective unless
made in writing and signed by an authorized representative of the waiving party.
(d)
Survival.
This Section any Sections that by their nature should survive expiration or termination
of this Agreement will survive expiration or termination of this Agreement.
(e) Notices. All notices required by
this Agreement to be sent to Microsoft must be addressed to adExcellence Program,
Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399. All notices required
by this Agreement to be sent to via the email address you provided when you
registered for adExcellence accreditation.
General adExcellence Program Program updates and information may be sent to you
via such email address. It is your responsibility
to keep your contact address (email and shipping) information with us updated.
(f)Export Restrictions. You acknowledge that the materials
you may obtain under this Agreement and as your participation in the adExcellence
Program Program are of U.S. origin. You agree
to comply with all applicable international and national laws that apply to these
materials, including the U.S. Export Administration Regulations, as well as end-user,
end-use and country destination restrictions issued by U.S. and other governments.
For additional information on exporting Microsoft products, see
http://www.microsoft.com/exporting/.
(g)Construction. If
for any reason a court of competent jurisdiction finds any provision of this Agreement,
or portion thereof, to be unenforceable, that provision of the Agreement will be
enforced to the maximum extent permissible so as to affect the intent of the parties,
and the remainder of this Agreement will continue in full force and effect. Failure
by either party to enforce any provision of this Agreement will not be deemed a
waiver of future enforcement of that or any other provision.
(h)Entire Agreement; English-Language Agreement
Controls. This Agreement
shall constitute the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous communications including
all prior and current agreements. Except
as otherwise provided herein, this Agreement shall only be amended in writing or
in a record that is signed electronically or otherwise. In the event of any inconsistency
between this Agreement in English language and any translation of it into another
language, the English-language version of this Agreement shall control.
Contracting Party Annex
to the
Microsoft adExcellence Program Agreement
The Microsoft contracting entity for
this Agreement is determined by the country/region you are located in and as outlined
below:
The Microsoft entity for the following
countries/regions is indicated below: Australia and its external territories, Cook
Islands, Fiji, French Polynesia, French Southern Territories, Kiribati, Marshall
Islands, Mayotte, Micronesia, Nauru, Niue, Northern Mariana Islands, Palau, Papua
New Guinea, Pitcairn, Solomon Islands, Tokelau, Tonga, Tuvalu, and Wallis and Futuna
Islands
Microsoft Pty Ltd.
1 Epping Road, North Ryde
NSW 2113, Australia
The Microsoft entity for Japan is:
Microsoft Co., Ltd.
Odakyu Southern Tower
2-1, Yoyogi 2-chome, Shibuya-ku, Tokyo
151-8583 Japan
The Microsoft entity for the People’s
Republic of China is:
Microsoft (China) Company, Limited
6F Sigma Center
No. 49 Zhichun Road Haidian District
Beijing 100080, P.R.C.
The Microsoft entity for the following
countries/regions is indicated below: Anguilla, Antigua and Barbuda, Argentina,
Aruba, Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil, Canada, Cayman Islands,
Chile, Colombia, Costa Rica, Curacao, Dominica, Dominican Republic, Ecuador, El
Salvador, French Guiana, Grenada, Guam, Guatemala, Guyana, Haiti, Honduras, Jamaica,
Martinique, Mexico, Montserrat, Netherlands Antilles, Nicaragua, Panama, Paraguay,
Peru, Puerto Rico, Saint Kitts and Nevis, Saint Lucia, Saint Pierre and Miquelon,
Saint Vincent and The Grenadines, Suriname, Trinidad and Tobago, Turks and Caicos
Islands, United States, Uruguay, Venezuela, Virgin Islands (British) and Virgin
Islands (U.S.)
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
USA
The Microsoft entity for the following
countries/regions is indicated below: Afghanistan, Albania, Algeria, Andorra, Angola,
Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina,
Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Central African
Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus, Czech Republic,
Democratic Republic of Sao Tome and Principe, Denmark, Djibouti, Egypt, Estonia,
Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana,
Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary, Iceland, Ireland,
Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon,
Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi,
Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia, Morocco, Mozambique,
Namibia, Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Poland,
Portugal, Qatar, Republic of Cape Verde, Republic of Equatorial Guinea, Republic
of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation, Rwandese Republic,
Saint Helena, San Marino, Saudi Arabia, Seychelles, Sierra Leone, Slovakia, Slovenia,
Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland,
Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United
Arab Emirates, United Kingdom, Uzbekistan, Vatican City State, Yemen, Zaire, Zambia
and Zimbabwe
Microsoft Ireland Operations Limited
The Atrium
Block B
Carmenhall Road
Sandyford Industrial Estate
Dublin
18
IRELAND
The Microsoft entity for the following
countries/regions is indicated below: American Samoa, Bangladesh, Bhutan, Brunei
Darussalam, Cambodia, East Timor, Hong Kong, India, Indonesia, Lao Peoples Democratic
Republic, Macao, Malaysia, Maldives, Nepal, New Zealand, Philippines, Republic of
Korea, Samoa, Singapore, Sri Lanka, Thailand, Vanuatu and Vietnam
Microsoft Regional Sales Corporation
A corporation organized under the laws
of the State of Nevada, USA with a branch in Singapore, having its principal place
of business at:
438B Alexandra Road, #04-09/12, Block
B, Alexandra Technopark
Singapore, 119968
The Microsoft entity for Taiwan is:
Microsoft Taiwan Corporation
8F, No 7, Sungren Rd.
Shinyi Chiu, Taipei
Taiwan 110
Governing Law and Venue Annex
to the
Microsoft adExcellence Program Agreement
1.
Applicable law; attorney’s fees.
Applicable law, jurisdiction and venue for this Agreement are identified at below.
This choice of jurisdiction and venue does not prevent either party from seeking
injunctive relief with respect to a violation of intellectual property rights, confidentiality
obligations or enforcement of recognition of any award or order in any appropriate
jurisdiction. If either party commences litigation in connection with this Agreement,
the prevailing party will be entitled to recover its reasonable attorneys’ fees,
costs and other expenses.
2. Generally.
Except as provided in Section 3 below, this Agreement is governed by the laws of
the State of Washington. The parties consent to exclusive jurisdiction and venue
in the courts sitting in King County, Washington. You waive all defenses of lack
of personal jurisdiction and forum non conveniens.
3. Other Terms. If your principal place of business is in
one of the countries or regions listed below, or if you are a government entity,
the corresponding provision applies, which supersedes Section (2) to the extent
that it is inconsistent:
a.
If your principal place of business is in Australia or its external territories,
India, Indonesia, Malaysia, New Zealand, Philippines, Singapore, Thailand or Vietnam,
the following applies:
This Agreement is construed and controlled by the laws of Singapore.
b. If your principal place of business is
in Australia or its external territories, Malaysia, New Zealand or Singapore, you
consent to the non‑exclusive jurisdiction of the Singapore courts.
If your principal place of business is in India, Indonesia, Philippines, Thailand
or Vietnam, any dispute arising out of or in connection with this Agreement, including
any question regarding its existence, validity or termination, must be referred
to and finally resolved by arbitration in Singapore in accordance with the Arbitration
Rules of the Singapore International Arbitration Centre (“SIAC”), which rules are
deemed to be incorporated by reference into this section. The Tribunal shall consist
of one arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration
shall be English. The decision of the arbitrator shall be final, binding and incontestable
and may be used as a basis for judgment thereon in India, Indonesia, Philippines,
Thailand or Vietnam (as appropriate), or elsewhere.
c.
If your principal place of business is in Japan, the following applies:
Our Agreement shall be construed and
controlled by the laws of Japan, and you consent to exclusive original jurisdiction
and venue in the Tokyo District Court. In any action to enforce any right or remedy
under this Agreement or to interpret any provision of this Agreement, the prevailing
party shall be entitled to recover its reasonable attorneys' fees, costs and other
expenses.
d.
If your principal place of business is in Afghanistan, Albania, Algeria, Andorra,
Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and
Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon,
Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Croatia, Cyprus,
Czech Republic, Democratic Republic of Sao Tome and Principe, Denmark, Djibouti,
Egypt, Estonia, Ethiopia, Faeroe Islands, Finland, France, Gabon, Gambia, Georgia,
Germany, Ghana, Gibraltar, Greece, Greenland, Guadeloupe, Guinea-Bissau, Hungary,
Iceland, Ireland, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan,
Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Macedonia,
Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Moldova, Monaco, Mongolia,
Morocco, Mozambique, Namibia, Netherlands, New Caledonia, Niger, Nigeria, Norway,
Oman, Pakistan, Poland, Portugal, Qatar, Republic of Cape Verde, Republic of Equatorial
Guinea, Republic of Guinea, Republic of Senegal, Reunion, Romania, Russian Federation,
Rwandese Republic, Saint Helena, San Marino, Saudi Arabia, Seychelles, Sierra Leone,
Slovakia, Slovenia, Somalia, South Africa, Spain, Svalbard and Jan Mayen, Swaziland,
Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan,
Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City
State, Yemen, Zaire, Zambia, Zimbabwe, the following applies:
Our Agreement is governed by and construed
in accordance with the laws of Ireland and you consent to the jurisdiction of and
venue in the Irish courts in all disputes arising out of or relating to this Agreement.
e.
If your principal place of business is in the People’s Republic of China (for the
purpose of this Agreement, the People’s Republic of China does not include Hong
Kong S.A.R. or Taiwan), the following applies:
Our Agreement shall be construed and
controlled by the laws of the People’s Republic of China, and the you consent to
submit any dispute arising out of or in relation to the Agreement to the binding
arbitration at the China International Economic and Trade Arbitration Commission
in Beijing (CIETAC) in accordance with its rules in effect from time to time.
f.
If your principal place of business is in Colombia or Uruguay, the following applies:
All disputes, claims or proceedings
between the parties relating to the validity, construction or performance of this
Agreement shall be settled by arbitration in accordance with UNCITRAL Arbitration
Rules as at present in force. The appointing authority shall be the International
Chamber of Commerce (“ICC”) acting in accordance with the rules adopted by the ICC
for this purpose and the place of arbitration will be Seattle, Washington, U.S.A.
There shall only be one arbitrator. The award shall be in law and not in equity
and shall be final and binding on the parties. The parties hereto irrevocably agree
to submit all matters and disputes arising in connection with this Agreement to
arbitration in Seattle, Washington, U.S.A.
g.
If your principal place of business is in
Republic of
Korea, the following applies:
Our Agreement shall be construed and
controlled by the laws of Republic of Korea, and you consent to exclusive original jurisdiction and venue in
the
Seoul District Court. In any
action to enforce any right or remedy under this Agreement or to interpret any provision
of this Agreement, the prevailing party shall be entitled to recover its reasonable
attorneys' fees, costs and other expenses.
h.
If your principal place of business is in Taiwan, the following applies:
The terms of this Agreement shall be governed by and
construed in accordance with the laws of Taiwan. The parties hereby designate the
Taipei District Court as the court of first instance having jurisdiction over any
disputes arising out of or in connection with this Agreement.
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