Fine Print

Terms of Service

Last Updated:  August 1, 2007

Welcome to Lunarr.com’s online collaboration solution website (the “Site”) provided by Lunarr, Inc., an Oregon corporation with offices at 10260 SW Greenburg Rd, Suite 400, Portland, OR 97223 (“Lunarr”).  Any person who wishes to access the Site to submit, review or retrieve any content or to otherwise use any services or offerings made available through the Site (collectively, the “Services”) must accept the terms and conditions of these Terms of Service (this “Agreement”) without change. 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU USE THE SERVICES.  BY CLICKING ON THE “ACCEPT THE AGREEMENT AND CREATE ACCOUNT” BUTTON, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, INCLUDING ANY MATERIALS AVAILABLE ON THE SITE INCORPORATED BY REFERENCE HEREIN, INCLUDING, WITHOUT LIMITATION, THE PRIVACY POLICY DESCRIBED IN SECTION 7 BELOW.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “CANCEL” BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES.  ANY CONTINUED USE OF THE SERVICES SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT.

Lunarr reserves the right to change any of the terms and conditions contained in this Agreement, including the Fees (as defined below) and Services, or any policies or guidelines governing the Site or Services, at any time and in its sole discretion.  While we will endeavor to provide direct notice to you of any changes, you are responsible for periodically checking the Site to determine if any changes have been made and we are not liable for your failure to do so or our failure to provide such direct notice to you. Your continued use of the Site and the Services following any revision to this Agreement will constitute your acceptance of the changes or modifications to the Agreement.  If you do not agree to any changes to this Agreement, do not continue to use the Services or this Site.

Section 1 – Definitions.  Capitalized terms shall have the meanings set forth below unless defined elsewhere in this Agreement:
1.1 “Additional Functionality” means the additional Services available on the Site upon your request, as more specifically described on the Site.  Unless otherwise expressly provided herein, the Services shall include the Additional Functionality which are effectively requested by you in accordance with provisions in this Agreement.
1.2 “Content” means all materials displayed or performed on the Site, including, but not limited to text, graphics, news articles, photographs, images, illustrations, audio clips and video clips.
1.3 “Fee” means the monthly or annual fee you agree to pay for access to and use of the Site and Services, including additional fees for any requested Additional Functionality, as such may from time to time be adjusted by Lunarr, in its sole discretion, and posted on the Site.
1.4 “Proprietary Rights” means all patents, patent applications, mask works, copyrights, moral rights, trade secrets, know-how and other proprietary rights.
1.5 “Submitted Content” means any Content that you submit to the Site in the course of using the Services.
1.6 “Term” means the term of this Agreement, including, collectively, the Alpha and Beta Trial Term and the Commercial Use Term (as such terms are defined in Section 3 below).
1.7 “User” means any person authorized to use the Services or the Site under the terms of this Agreement.

Section 2 – Description of Services.  Subject to the terms and conditions of this Agreement, Lunarr will use commercially reasonable efforts to make the Services, as more specifically described on the Site, available to you during the Term.  The Services are available for your own personal use only, and not for the use or benefit of any third party.  You understand and agree that the Services and Additional Functionality are provided “AS IS” and “AS AVAILABLE” and that Lunarr assumes no responsibility for the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services, Additional Functionality or any Content or personalization settings.  You are responsible for obtaining and maintaining any equipment or ancillary services needed to access the Site or otherwise use the Services and Additional Functionality, including, without limitation, modems, hardware, software, and long distance or local telephone service and any fees associated therewith.  You are also responsible for ensuring that such equipment or ancillary services are compatible with the Services and Additional Functionality.

Section 3 – Subscription Types.  This Agreement commences on the date this Agreement is accepted by selecting the “Accept the Agreement and Create Account” option presented on the screen after this Agreement is displayed (the “Effective Date”).  Unless terminated earlier pursuant to Section 13 below, the initial “free trial” term of the Agreement shall include an alpha trial term (“Alpha Trial Term”) which will automatically expire on September 30, 2007 and be followed a beta trial term (the “Beta Trial Term”).  Collectively, the Alpha Trial Term and the Beta Trial Term are referred to as the “Alpha and Beta Trial Term”.  The Alpha and Beta Trial Term shall commence on the Effective Date and continue for a period of time to be determined by Lunarr, in its sole discretion, but no less than thirty (30) days following the Effective Date.  During the Alpha and Beta Trial Term, you may use the Services at no cost.  Lunarr will provide you with at least thirty (30) days prior notice of the termination of the Alpha and Beta Trial Term, at which time you may elect to continue your use of the Services for so long as you make timely payments to Lunarr of all Fees owed pursuant to Section 11 below, subject to early termination under Section 13 (the “Commercial Use Term”).  Additional Functionality is only available during the Commercial Use Term.

Section 4 – Eligibility & Registration.  Use of the Site and the Services is limited to Users that lawfully can enter into and form contracts under applicable law.  Without limiting the generality of the foregoing, minors may not use the Services.  Every person who uses the Services hereby represents to Lunarr that he or she is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. 

You also agree to: (a) provide true, accurate, current and complete information about yourself and your Lunarr account as prompted by the Site’s registration form, including, name, home and email address, telephone number, and, upon commencement of the Commercial Use Term, additional billing and credit card information and any Additional Functionality if desired (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Lunarr has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Lunarr has the right to suspend or terminate your account and refuse you any and all current or future use of the Services (or any portion thereof). 

Section 5 – License Grant and Restrictions.  During the Term, Lunarr hereby grants you a limited, non-exclusive, non-transferable, worldwide right to access and use for your own benefit only the Services (during the Commercial Use Term only), subject to the terms and conditions of this Agreement.  All rights not expressly granted to you are reserved by Lunarr.  You may not access the Services if you are a competitor of Lunarr or for purposes of monitoring the availability, performance or functionality of the Services, or for any other benchmarking or competitive purpose.  You also agree not to:  (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site or the Services in any way, including, without limitation, providing your User ID (as defined below) and password to any third party to allow such party to access and use the Services; (b) modify or make derivative works based upon the Site or the Services; (c) create Internet “links” to the Site or “frame” or “mirror” any portion of the Site on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Site or the Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Site or Services.

Section 6 – Account, User ID, Password and Security.  You will establish a password and user name (a “User ID”) designation upon completing the registration process.  Your User ID is for your personal use only and you may not allow any other party to use your User ID.  You are responsible for maintaining the confidentiality of your password, and are fully responsible for all activities that occur under your User ID.  You agree to immediately notify Lunarr of any unauthorized use of your password or User ID or any other breach of security of which you are aware.  Lunarr is not liable for any loss or damage arising from your failure to comply with this Section 6.  You agree not to create multiple User IDs in an effort to obtain multiple rights to use the Service.

Section 7 – Lunarr Privacy Policy.  Registration Data and certain other information about you are subject to our Privacy Policy.  For more information, see our full privacy policy at http://web.lunarr.com/index.php/lunarr/fine_print/privacy. You understand that through your use of the Site and Services you consent to the collection and use (as set forth in our Privacy Policy) of this information, including the transfer of this information for storage, processing, and use by Lunarr and its affiliates. 

Section 8 – Proprietary Rights; Submitted Content.  Lunarr shall own all right, title and interest, including all related Proprietary Rights, in and to all of Lunarr’s proprietary technology (including software, hardware, products processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Lunarr in providing the Site and Services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Site or Services.  The trademarks and service marks and other Lunarr logos and product and service names are trademarks of Lunarr (the “Lunarr Marks”).  Without Lunarr’s prior written permission, you agree not to display or use in any manner, the Lunarr Marks.

Lunarr does not claim ownership of any Submitted Content.  You, and not Lunarr, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and Proprietary Rights or right to use all Submitted Content, and Lunarr shall not be responsible for the deletion, correction, destruction, damage, loss or failure to store any Submitted Content.  However, with respect to any Submitted Content, all Users grant Lunarr a worldwide, royalty-free, non-exclusive, perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Submitted Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed on the Site solely for the purposes of providing and promoting the Services.

In the event this Agreement is terminated (other than by reason of your breach), Lunarr will make available to you a file of the Submitted Content within thirty (30) days following such termination if you so request at the time of termination.  Lunarr shall be entitled to remove or discard any files after the expiration of this thirty (30) day term.  Lunarr reserves the right to withhold, remove or discard Submitted Content without notice for any breach, including, without limitation, your non-payment of any Fees.  Upon a termination of this Agreement by Lunarr for cause, your right to access or use Submitted Content immediately ceases, and Lunarr shall have no obligation to maintain or forward any Submitted Content.  Lunarr shall not be liable or responsible for any losses or damages caused by removal or deletion of files.

Section 9 – User Conduct.  You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated.  This means that you, and not Lunarr, are entirely responsible for all Content that you upload, post, transmit, or otherwise make available via the Site or Services.  Lunarr does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity, or quality of such Content.  You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable.  Under no circumstances will Lunarr be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Site or the Services.

You agree to not use the Services to:
a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
d. upload, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
e. upload, post, transmit or otherwise make available any Content that infringes the Proprietary Rights of any party;
f. upload, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials or any other form of solicitation;
g. upload, post, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
h. interfere with or disrupt the Site or the Services or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
i. intentionally or unintentionally violate any applicable local, state, national or international law;
j. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through i above; and/or
k. do anything that Lunarr determines inappropriate.

You acknowledge and agree that Lunarr and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.  You acknowledge, consent and agree that Lunarr may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Lunarr, its users and the public.

Section 10 – Third Party Interactions.  During your use of the Services, you may enter into correspondence or agreements with, purchase goods and/or services from, or participate in promotions of other third parties.  Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party.  Lunarr shall not be liable or responsible for any losses or damages caused by such activity.

Section 11 – Fees and Billings.  During the Commercial Use Term, you agree to pay all Fees associated with the Services on a monthly or annual basis, as selected by you during the registration process.  You will generally be billed monthly or annually (as applicable), in advance, for all Fees, however, your first bill may include pro-rated charges from the Effective Date. You must provide Lunarr with valid credit card and/or other information required during the registration process and Lunarr will charge your credit card for all Fees accordingly.  Unless you terminate your account in accordance with Section 13 below, you are responsible for all Fees and Lunarr will continue to bill you (and charge your credit card) in advance monthly or annually (as applicable) for such Fees.  ALL FEES ARE NONREFUNDABLE.

Lunarr reserves the right at any time to charge additional Fees for access to the Services.  Lunarr reserves the right to change the amount of, or basis for determining, any Fees for the Services, and to institute new Fees effective upon at least thirty (30) days prior notice to you.  Lunarr reserves the right to offer special offers of the Services and to provide the Services at no charge for promotional reasons or otherwise (such as a free trial (in addition to the Alpha and Beta Trial Term)).

Section 12 – Non-Payment and Suspension.  Your right to use the Site and Services is subject to any limits established by Lunarr or by your credit card issuer.  If payment cannot be charged to your credit card or your charge is returned to Lunarr for any reason, including chargeback, Lunarr reserves the right to either suspend or terminate your access and account, thereby terminating this Agreement and all obligations of Lunarr hereunder.  If you have a balance due on your Lunarr account, you agree that Lunarr can charge these unpaid Fees to your credit card.  In cases where you fail payment under this Agreement, you shall bear default interest after the due date at the rate of 18% per year or the highest amount permitted by applicable law (whichever is less), which shall be calculated on a per diem basis of a year of 365 days.

Section 13 – Termination; Survival.  Either you or Lunarr may terminate this Agreement at any time by notifying the other party in writing at least five (5) business days prior to the end of the then-current month or year (as applicable), such termination to be effective as of the end of such month or year.  Lunarr shall be entitled to terminate this Agreement, and also terminate or suspend any and all Services and your access to the Site immediately in Lunarr’s reasonable discretion, without prior notice or liability, if you fall under any of the following items: 

1. You breach any of the provisions in this Agreement;
2. You become insolvent, or an application for a proceeding for the bankruptcy or other similar proceeding has been instituted by you or against you;
3. Your entity dissolves, liquidates, is wound-down, ceases to do business, sells or disposes of all or substantially all of its assets or is acquired (by sale of stock or otherwise);
4. Lunarr determines that continuation of the Services for you is not permitted by applicable law or is otherwise inappropriate.

All Fees paid hereunder are non-refundable.  Upon termination of your account, your right to access the Site and use the Services will immediately cease.  Sections 7, 8, 11, 12, 15 through 19 and 22 shall survive termination of this Agreement for any reason; provided, however, that Section 11 and 12 shall survive if and to the extent that any Fee or default interest remains unpaid.

Section 14 – Technical Support Services.  Lunarr does not offer and will not provide any technical support services during the Alpha and Beta Trial Term.  Technical support services may be available during the Commercial Use Term, in Lunarr’s sole discretion, and the terms and conditions of any such services shall become effective upon posting of the applicable revision to this Agreement and a notice on the Site.

Section 15 – Links.  The Site may provide, or third parties may provide, links to or portions of other World Wide Web sites or resources.  Because Lunarr has no control over such sites and resources, you acknowledge and agree that Lunarr is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources.  You further acknowledge and agree that Lunarr shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Section 16 – Indemnity.  You agree to indemnify and hold Lunarr, and its subsidiaries, affiliates, shareholders, officers, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Submitted Content you submit, post, transmit or make available through the Services, your use of the Services, your access to the Site, your violation of this Agreement, including, without limitation, the restrictions in Section 9 above, or your violation of any applicable law or infringement of any intellectual property or other right of any other person or entity. 

Section 17 – Disclaimer of Warranties.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK.  THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  LUNARR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) LUNARR MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, AVAILABLE, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) LUNARR MAKES NO WARRANTY THAT ANY OF YOUR SUBMITTED CONTENT WILL NOT BE LOST OR BECOME UNRETRIEVABLE.  FOR THIS AND OTHER REASONS, YOU ACKNOWLEDGE AND UNDERSTAND THE IMPORTANCE OF BACKING UP ALL SUBMITTED CONTENT AND FILES TO ANOTHER STORAGE MECHANISM PRIOR TO USE OF THE SERVICES.  YOU UNDERSTAND AND ACCEPT THE RISKS IF YOU DECIDE NOT TO BACK UP SUBMITTED CONTENT AND FILES.  NEITHER LUNARR NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY SUBMITTED CONTENT, FILES OR DATA.

Electronic Communications Privacy Act Notice (18USC 2701-2711): LUNARR MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB SITE LINKED TO THE SITE.  Lunarr will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Lunarr’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.

Section 18 – Internet Delays.  The Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications.  Lunarr is not responsible for any delays, delivery failures, or other damages resulting from such problems, including, without limitation, problems in the transmission of data between the Site and your web browser.

Section 19 – Limitation of Liability.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT LUNARR SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LUNARR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Section 20 – No Third Party Beneficiaries.  You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

Section 21 - Notice and Procedure For Making Infringement Claims.  Lunarr respects the intellectual property of others, and we ask our Users to do the same.  Lunarr may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Users who may be infringers.  If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Lunarr’s Copyright Agent the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Lunarr’s Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

Attn: Legal support, DMCA Notices
LUNARR, Inc.
10200 SW Greenburg Rd., suite475
Portland, OR 97223

Section 22 - General Information.
22.1 Entire Agreement.  This Agreement, inclusive of the Privacy Policy, constitutes the entire agreement between you and Lunarr and governs your use of the Services, superseding any prior agreements between you and Lunarr with respect to the Site and the Services. 
22.2 Choice of Law and Forum.  This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Oregon, without giving effect to any conflicts of laws principles that require the application of the law of a different state.  Venue in any suit or action between the parties arising out of or relating to the Agreement shall be in either the Circuit or District Court for Multnomah County, Oregon or the United States District Court for the District of Oregon in Portland, Oregon.
22.3 Waiver and Severability of Terms.  The failure of Lunarr to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
22.4 Assignment.  This Agreement is not assignable, transferable or sublicensable by you except with Lunarr’s prior written consent.  Any attempt to assign or transfer in violation of the foregoing shall be null and void.  Lunarr shall be entitled to transfer this Agreement and/or any rights and obligations under this Agreement for any reason including, without limitation, in connection with the acquisition of all or substantially of its capital stock or assets, whether by merger, operation of law or otherwise.
22.5 Force Majeure.  Lunarr shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Lunarr’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference), fire, power cut, hacking, attack of computer virus, earthquake, flood, war, embargo, strike, riot, inability to secure materials and transportation facilities, or the intervention of any governmental authority.
22.6 Confidentiality.  “Confidential Information” referred to in this Section includes any and all information relating to technologies, business, operation, finance, organization or others provided or disclosed by Lunarr to you in writing, orally, through recording media or in any manner in the transactions under this Agreement.  Confidential Information shall not include information which (i) is already publicly known or known to you prior to the provision or disclosure; (ii) is or becomes publicly known through no wrongful act of you; (iii) is rightfully received by you from an authorized third party without any obligation of confidentiality; or (iv) is approved by written authorization of Lunarr.  You shall not use Confidential Information beyond the purposes of this Agreement, and shall not, without prior written consent of Lunarr, disclose or divulge Confidential Information to any third party.  You shall promptly return to the Lunarr, destroy or otherwise dispose of Confidential Information, documents and recording media containing Confidential Information, and copies thereof in accordance with Lunarr’s instruction, upon the termination of this Agreement or Lunarr’s request at any time.

Privacy Terms of Service © LUNARR 2007 Service Information