Co-Marketing Agreement – Standard Terms & Conditions
These Standard Terms and Conditions describe how Veo and the Organization identified in the Co-Marketing Agreement (the “Agreement”) will work together and other aspects of the business relationship between the Parties. Capitalized terms not defined herein have the meaning set forth in the Agreement.
LICENSE FROM VEO TO ORGANIZATION.
Subject to Organization’s compliance with these Terms, Veo hereby grants to Organization a limited, non-exclusive, nontransferable, non-sublicensable right and license to use Veo’s trademarks and service marks that Veo has approved in writing in advance (of which e-mail shall suffice) (the “Veo Trademarks”) during the Term of the Agreement in the territory identified in the Agreement (the “Territory”) solely for purposes of marketing and selling Veo products and services, including those identified in the Agreement (the “Veo Products”).
Subject to Organization’s compliance with the terms and conditions of these Terms, Veo hereby grants to Organization a limited, non-exclusive, nontransferable, non-sublicensable right and license to copy, publicly display, and distribute any packaging, instructions, text, illustrations, photographs, graphics, marketing materials, sales materials, digital assets, product displays, or other information or materials which Veo may provide in its sole discretion for use in connection with Veo Products (collectively, the “Veo Materials”) during the Term of the Agreement in the Territory solely in connection with the marketing and sale of Veo Products in accordance with Veo’s written instructions.
Organization will stop using the Veo Intellectual Property (as defined below) as soon as reasonably practicable upon request.
All rights not expressly granted herein are reserved by Veo.
LICENSE FROM ORGANIZATION TO VEO.
Subject to Veo’s compliance with these Terms, Organization hereby grants to Veo a limited, non-exclusive, non-transferable, non-sublicensable right and license to use Organization’s trademarks and service marks that Organization has approved in writing in advance (of which e-mail shall suffice) (the “Organization Trademarks”) during the Term of the Agreement in order to effectuate the Purpose.
Subject to Veo’s compliance with the terms and conditions of these Terms, Organization hereby grants to Veo a limited, non-exclusive, nontransferable, non-sublicensable right and license to copy, publicly display, use, amplify, share, and distribute any packaging, instructions, text, illustrations, photographs, graphics, videos, marketing materials, sales materials, content, digital assets, product displays, or other information or materials which Organization may provide or develop hereunder (collectively, the “Organization Materials”) during the Term of the Agreement in the Territory for use in connection with the Purpose.
Veo will stop using the Organization Intellectual Property (as defined below) as soon as reasonably practicable upon request.
All rights not expressly granted herein are reserved by Organization.
VEO INTELLECTUAL PROPERTY.
Organization acknowledges and agrees that: (a) the Veo Products and all intellectual property and proprietary rights therein or related thereto, the Veo Trademarks, and the Veo Materials (collectively, the “Veo Intellectual Property”) are owned solely and exclusively by Veo; (b) except for the limited license granted in the “License from Veo to Organization” Section Organization has no right, title, or interest in or to any intellectual property or proprietary rights of Veo, including the Veo Intellectual Property; (c) all intellectual property rights which are created or established in relation to the Veo Intellectual Property, including any derivative works thereof or modifications thereto, are owned by Veo; and (d) any goodwill or other interest or rights that arise as a result of the use by Organization of Veo’s property (including the Veo Intellectual Property) are also owned by and will inure solely to the benefit of Veo. Organization hereby assigns and conveys any and all of such goodwill, intellectual property rights, and other interests and rights in any of the foregoing to Veo without the payment of any consideration.
Veo may, in its discretion, apply for and use reasonable efforts to pursue registration of Veo Intellectual Property and maintain its existing registrations, as applicable, at its expense, and, in such event, Organization shall assist and cooperate with Veo in connection therewith, as reasonably requested by Veo and at Veo’s expense.
Organization will not at any time during or after the Term assert any interest in or do anything that may adversely affect the validity or enforceability of, any intellectual property right belonging to or licensed to Veo, or encourage or assist any third party to do so. Organization shall not register or attempt to register any copyright, trademark, domain name, company name, trade name, or other proprietary right in the Veo Intellectual Property, or any trademarks similar to the Veo Trademarks, anywhere in the world.
Organization will not remove, alter, or obscure and proprietary rights notice or identifying marks (such as serial number) that appear on the Veo Products or their packaging.
ORGANIZATION INTELLECTUAL PROPERTY
Veo acknowledges and agrees that: (a) the Organization Trademarks, and the Organization Materials (collectively, the “Organization Intellectual Property”) are owned solely and exclusively by Organization; (b) except for the limited license granted in the “License from Organization to Veo” Section, Veo has no right, title, or interest in or to any intellectual property or proprietary rights of Organization, including the Organization Intellectual Property; and (c) any goodwill or other interest or rights that arise as a result of the use by Veo of Organization Intellectual Property are also owned by and will inure solely to the benefit of Organization.
Organization may, in its discretion, apply for and use reasonable efforts to pursue registration of Organization Intellectual Property and maintain its existing registrations, as applicable, at its expense, and, in such event, Veo shall assist and cooperate with Organization in connection therewith, as reasonably requested by Organization and at Organization’s expense.
Veo will not at any time during or after the Term assert any interest in or do anything that may adversely affect the validity or enforceability of, any Organization Intellectual Property, or encourage or assist any third party to do so. Veo shall not register or attempt to register any copyright, trademark, domain name, company name, trade name, or other proprietary right in the Organization Marks.
ENFORCEMENT OF INTELLECTUAL PROPERTY.
Each Party shall have the sole and exclusive right to protect or defend its rights in its intellectual property against any third party, at its own discretion and expense. Each Party shall cooperate fully with the other Party in the defense and protection of the other Party’s intellectual property at the other Party’s expense. Each Party shall promptly and fully advise the other Party of any infringement of the other Party’s rights in the other Party’s intellectual property of which such Party becomes aware, and such Party shall provide the other Party with copies of any related correspondence.
Organization will notify Veo in writing of any misuse, product defect, claim, investigation, or proceeding involving a Veo Product within ten (10) days after Organization learns of such misuse, product defect, claim, investigation, or proceeding. Organization will also notify Veo of any actual or potential violations of any applicable law related to these Terms or any Veo Product.
APPROVAL
Each Party shall obtain the other Party’s written consent prior (of which e-mail shall suffice) prior to using any of the other Party’s intellectual property in a manner other than as set forth in the Agreement (provided that approval of one material shall constitute approval of substantially similar materials).
ORGANIZATION’S PROMOTIONAL ACTIVITY
Any promotion of Veo’s products or services must be in compliance with these Terms, the Agreement, and all applicable laws, rules, and regulations.
Organization shall comply with the Disclosure Guidelines available at https://www.veo.co/social-media-disclosure-guidelines and shall cause any third party incentivized to promote Veo’s products or services (including those engaged to promote Veo’s products or services or those who receive Veo’s products or services for free or at a discount or otherwise receive benefits from Veo) to comply with the Disclosure Guidelines. Organization is responsible for monitoring third party compliance with the Disclosure Guidelines and taking corrective action as needed to ensure compliance. Organization will promptly remove any social media posts or other public messaging posted pursuant to the Agreement or these Terms upon request from Veo.
In the event Organization runs any sweepstakes, contest or other promotion (“Promotion”) awarding Veo products or services as prizes, as between Organization and Veo, Organization will be responsible for administration, advertising, and execution of the Promotion in accordance with all applicable laws, rules and regulations (and all costs related thereto), including: (a) creating the Promotion terms and conditions; (b) filing all documents and bonds required under applicable laws; (c) creating, hosting and maintaining any Promotion websites or other platforms related to Promotion participation; (d) supervising the selection and verification of winners, (e) as applicable, sending affidavits/releases, and securing signed versions of the same by prize recipients prior to releasing prizes; (f) applying commercial reasonable security to and keeping confidential all personal information collected in connection with the Promotion; and (g) sending tax notification forms to Promotion participants receiving taxable benefits (as applicable) and making all required tax filings. Organization will ensure that all terms, conditions and winner documents include an express release of liability in favor of Veo in connection with the Promotion. Organization agrees that Veo will also be given the opportunity to review and approve all Promotion terms and conditions, abbreviated terms and Promotion participant documents (e.g., winner affidavits of eligibility/liability and likeness releases). Approval by Veo will not relieve Organization of any of its responsibilities set forth in this Agreement.
QUALITY CONTROL
Each Party shall use the other Party’s intellectual property only as expressly authorized in these Terms and the Agreement and shall take reasonable steps necessary to preserve the goodwill, prestige, and reputation associated with the foregoing.
Organization acknowledges and agrees that the presentation and image of the Veo Trademarks must be uniform and consistent with respect to all products associated with Veo. Any use of Veo Trademarks must correctly attribute ownership of such Veo Trademarks to Veo and must be in accordance with applicable law. Organization shall conduct its business in a manner that reflects favorably at all times on the Veo Products and the good name, goodwill and reputation of Veo.
As a condition of the licenses granted herein: (a) Organization shall use the Veo Intellectual Property only in the form and manner and with appropriate legends as provided in the trademark usage guidelines available at https://www.veo.co/branding-guidelines and otherwise provided by Veo to Organization (the “Trademark Usage Guidelines”) and any materials incorporating the Veo Intellectual Property must conform to the production quality, print quality, and other standards set forth in the Trademark Usage Guidelines or otherwise specified by Veo; and (b) Organization shall comply with the quality standards provided by Veo to Organization (the “Quality Standards”), as may be revised by Veo.
Veo reserves the right, in its sole discretion and upon reasonable notice to Organization, to: (a) change the appearance and/or style of the Veo Intellectual Property; (b) add materials or trademarks to the list of Veo Intellectual Property; (c) delete materials from the list of Veo Intellectual Property; (d) revise the Trademark Usage Guidelines; and (e) revise the Quality Standards. Organization is responsible for remaining informed about and immediately complying with any such changes at Organization’s sole cost.
USAGE MONITORING AND VERIFICATION
Veo shall have the right, upon reasonable prior notice, to inspect Organization’s uses of the Veo Intellectual Property to ensure Organization’s compliance with the Trademark Usage Guidelines, the Quality Standards, and the terms and conditions of these Terms.
Veo shall have the right, upon reasonable prior notice and, except for cause, no more frequently than once during any consecutive six (6) month period, to inspect the Veo Products and Organization’s records, operations, and facilities relating to the Veo Products during Organization’s normal business hours, solely to the extent necessary to ascertain Organization’s compliance with the Quality Standards and the terms and conditions of these Terms. Any such inspection shall be conducted so as to minimize the disruption to Organization’s business, and all associated expenses of Organization. Each Party shall bear its own costs resulting from such inspection.
In the event that Veo reasonably determines in good faith that any of the Veo Intellectual Property by Organization (a) disparages, defames, discredits, or otherwise portrays Veo in a negative light; or (b) causes harm to Veo or the goodwill, prestige, and/or reputation associated with Veo or Veo Intellectual Property, Organization shall promptly, at Veo’s request, meet with Veo to discuss the basis and background of Veo’s concerns and shall thereafter take reasonable steps as Veo may direct to address the foregoing in a manner reasonably intended to minimize disruption to Organization’s business.
INSPECTION AND AUDIT OF BOOKS AND RECORDS.
During the Term and for a period of two (2) years after the termination or expiration of these Terms, Organization will keep its books and records (including personnel files) that relate to these Terms and maintain them in a manner reasonably consistent with prior practices.
During the Term and for a period of two (2) years after the termination or expiration of these Terms, upon reasonable notice from Veo, Organization will provide Veo reasonable access to Organization's books and records that relate to these Terms (and allow Veo to make photocopies, at Organization's expense), during normal business hours.
If Veo's audit reveals errors or discrepancies in Organization's books and records, Organization will promptly correct the error or discrepancy (including refunding any over-payments or making up any under-payments).
ORGANIZATION RESTRICTIONS.
In addition to any restrictions identified in the Agreement, Organization agrees the following restrictions:
(a) Organization shall not use the Veo Intellectual Property on or in connection with any goods or services except as expressly authorized hereunder.
(b) Organization shall not use the Veo Trademarks in combination with any other trademarks.
(c) Organization shall not engage, participate, or otherwise become involved in any activity or course of action or conduct that diminishes or tarnishes the reputation of Veo or the Veo Intellectual Property; that publicly dishonors or disgraces Veo’s reputation; that is materially detrimental or injurious to the preservation or promotion of the quality of the Veo Intellectual Property; or that materially endangers Veo’s rights to the Veo Intellectual Property worldwide (whether by reason of acts directly relating to the foregoing or Organization’s conduct generally).
(d) Organization will not and will not encourage or permit a third party to disassemble, decompile or reverse engineer or otherwise attempt to discover the source code, underlying ideas, algorithms, or other intellectual property in the Veo Product.
(e) Organization will not use any trademark in a way that implies that Organization is an agent or branch of Veo.
(f) Organization may not modify or create derivative works of any Veo intellectual property.
CONFIDENTIALITY.
“Confidential Information” as used herein means business, financial or product information or material of the disclosing Party that (i) is proprietary to the disclosing Party, (ii) is designated “proprietary” or “confidential” by the disclosing Party or (iii) a reasonable person would recognize as confidential based on the nature of the information or material or the context of disclosure. Confidential Information also includes any information which the disclosing Party obtained from any third party that falls into one or more of the foregoing categories. “Confidential Information” does not include: (i) information known by the receiving Party at the time of receipt from the disclosing Party which is not subject to any non-disclosure agreement between the Parties; (ii) information which is now, or which hereafter becomes, generally known to the industry or public through no fault of the receiving Party; (iii) information lawfully acquired from a third party without any obligation of confidentiality; or (iv) information which is lawfully developed by the receiving Party without any obligation of confidentiality or reference to the Confidential Information.
The receiving Party will not disclose Confidential Information to any third party and will protect such Confidential Information with the same degree of care it uses to protect its own Confidential Information, and in no case less than reasonable care. The receiving Party will not use Confidential Information for any purpose other than as necessary to perform its obligations herein. If the receiving Party is required to disclose Confidential Information by law or in conjunction with a judicial proceeding or arbitration, the receiving Party will immediately notify the disclosing Party. The receiving Party agrees to provide reasonable cooperation and assistance in obtaining a suitable protective order and in taking any other steps to preserve confidentiality.
PUBLICITY.
Neither Party will issue any press release or public announcement regarding the Agreement including these Terms, without the other Party's written consent, unless specifically permitted under the Agreement or these Terms or required by applicable law.
The Parties will cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of the Agreement or these Terms and the relationship between the Parties.
The Parties will not unreasonably withhold or delay their consent to press releases or public announcements.
COMPLIANCE WITH LAWS.
Each Party shall, at all times, comply with all applicable international, national, state, regional, and local laws, rules, and regulations; and conduct its activities under the Agreement and these Terms in a lawful manner.
LANGUAGE.
Any communication between the Parties shall be in English.
PAYMENT TERMS.
The payment terms due under these Terms, if any, shall be set forth in the Agreement.
TERM AND TERMINATION.
Veo may terminate the Agreement for any reason immediately upon notice to Organization.
Either Party may terminate the Agreement at any time prior to the expiration of its term, effective immediately upon written notice of termination to the other Party, in the event that such other Party breaches a material term of these Terms or the Agreement and fails to cure the breach within thirty (30) days of written notice of the breach.
If either Party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other Party may terminate the Agreement with immediate effect upon prior written notice.
These Terms will remain in effect for as long as the Agreement is active. Termination of the Agreement will automatically terminate these Terms.
EFFECT OF TERMINATION.
On termination or expiration of the Agreement, each Party's rights and obligations under these Terms and the Agreement will cease immediately. In particular, the licenses granted hereunder will immediately terminate upon termination or expiration of these Terms or the Agreement.
On termination or expiration of the Agreement, each Party will: (i) cease use of all of the other Party’s intellectual property; (ii) return or destroy, at the other Party’s sole and absolute discretion, all materials in such Party’s possession or control on which such Party’s trademarks or other intellectual property appear and upon such Party’s request, provide written certification that all such material have been returned or destroyed; and (iii) not thereafter use any name or trademark that is, or any part of which is, identical to, or confusingly similar to any trademark of such Party.
On termination or expiration of the Agreement, each Party shall return or destroy (at the other Party’s sole and absolute discretion) all Confidential Information, Intellectual Property, and other materials provided by or on behalf of the other Party, in full extent, at the receiving Party’s expense.
Notwithstanding the foregoing, neither Party will be obligated to remove content containing intellectual property of the other party from its social media accounts or elsewhere. In the event the other Party requests the removal of such content, such Party will use good faith efforts to remove such content.
DISCLAIMER OF WARRANTIES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED.
VEO DOES NOT REPRESENT OR WARRANT THE ACCURACY OR RELIABILITY OF THE TECHNOLOGY IN THE VEO PRODUCTS. VEO DISCLAIMS ALL WARRANTIES BASED ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. VEO DISCLAIMS ALL RESPONSIBILITY WITH RESPECT TO THE USE AND PROCESSING OF PERSONAL DATA. VEO MAKES NO WARRANTIES OTHER THAN AS EXPRESSLY PROVIDED HEREIN.
VEO DOES NOT MAKE BY VIRTUE OF THESE TERMS OR THE AGREEMENT, AND VEO HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY TO ANY THIRD PARTY, WITH RESPECT TO ANY VEO PRODUCT PURCHASED OR ACQUIRED BY ORGANIZATION PURSUANT TO THESE TERMS OR THE AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ORGANIZATION WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND WILL TAKE ALL MEASURES NECESSARY TO ENSURE THAT NEITHER IT NOR ANY OF ITS EMPLOYEES OR AGENTS MAKES OR PASSES ON, OR ATTEMPTS TO MAKE OR PASS ON, ANY SUCH REPRESENTATION OR WARRANTY ON BEHALF OF VEO TO ANY THIRD PARTY.
INDEMNIFICATION BY ORGANIZATION
Organization shall defend, indemnify, and hold harmless Veo and its affiliates and each of their respective members, managers, officers, directors, employees, and agents, against any and all liability, losses, damages, costs, and expenses (including reasonable attorneys’ fees and costs) directly or indirectly attributable to any third party claim or administrative or criminal proceeding arising out of or related to Organization’s actual or alleged acts, omissions, or misrepresentations, regardless of the form of action, including claims arising from or related to: (a) the marketing, distribution or licensing of any Veo Product; (b) unlawful or unauthorized use, sublicensing, or disposition of the Products; (c) any unauthorized representations, warranties or claims with respect to the Veo Product, and (d) Organization's breach or alleged breach of its obligations, representations, warranties, or covenants under these Terms or the Agreement.
Organization will not settle any claim, lawsuit or proceeding without Veo’s prior written consent. Veo may participate in any lawsuit or proceeding relating to such a claim at its own cost.
INDEMNIFICATION BY VEO
Veo shall defend, at its sole expense, any third party suit or proceeding brought against Organization to the extent that such suit or proceeding is based upon a claim that the Veo Product, in and of itself, infringes the third party's intellectual property rights; provided Organization gives Veo prompt written notice of any such claim, allows Veo to control the defense and settlement of such claim and provides Veo such reasonable cooperation and assistance as Veo may request from time to time in such defense. Veo will pay any damages and costs assessed against Organization (or paid or payable by Organization pursuant to a settlement agreement) in connection with such a suit or proceeding. Veo agrees to indemnify and hold Organization harmless from and with respect to any such loss or damage (including reasonable attorneys’ fees and costs).
The foregoing will not apply to, and Veo will have no obligations to Organization with respect to, any claim arising out of or attributable, directly or indirectly, to (i) any use of the Veo Product in combination with any product, equipment, software or data not manufactured by Veo, where such combination gives rise to the alleged infringement; (ii) any alteration, change or modification made by Organization or any third party to the Veo Intellectual Property; or (iii) use of the Veo Products in a manner prohibited by Veo’s instructions. The defense and indemnity described in this “Indemnification by Veo” Section are Organization’s sole remedies for any claim that the Veo Product, or Organization’s use of the Veo Product infringes, misappropriates or violates any third party’s proprietary right. Veo’s defense and indemnity obligations are subject to the limitation on liability contained in these Terms or the Agreement.
In the event that either Party ceases to distribute the Veo Product as a result of any legal action or threatened legal action (other than by reason of a temporary restraining order), Veo will have the right, but not the obligation, to do any one or more of the following: (i) modify such Veo Product so that it ceases to be infringing; (ii) procure the right for the Parties to continue distributing such Veo Product; or (iii) prepare a noninfringing substitute Veo Product.
THIS ”INDEMNIFICATION BY VEO” SECTION STATES THE ENTIRE RESPONSIBILITY OF VEO AND THE EXCLUSIVE REMEDY OF ORGANIZATION WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY RIGHT INFRINGEMENT BY THE VEO INTELLECTUAL PROPERTY.
LIMITATION OF LIABILITY
VEO WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO ORGANIZATION OR ANY THIRD PARTY FOR ANY LOST PROFITS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, EVEN IF VEO HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING AND EVEN IF CIRCUMSTANCES CAUSE A REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THE TOTAL AGGREGATE LIABILITY OF VEO UNDER THESE TERMS AND THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY ORGANIZATION TO VEO FOR THE PARTICULAR VEO PRODUCTS TO WHICH THE CLAIM RELATES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE AVOIDANCE OF DOUBT, VEO WILL NOT BE RESPONSIBLE, AND WILL HAVE NO LIABILITY TO ORGANIZATION, OR ANY THIRD PARTY ALLEGEDLY AGGRIEVED IN CONNECTION WITH THE USE OF A VEO PRODUCT BY ORGANIZATION, OR ANY THIRD PARTY.
MISCELLANEOUS
Exclusivity. Any exclusivity agreed to between the Parties will be identified in the Agreement.
Notices. All notices hereunder will be in writing and will be given by personal delivery, reputable international courier service, or by airmail, certified or registered, postage prepaid, return receipt requested, to a Party’s address first set forth above, or to any Party at such other address as will be specified in writing by such Party to the other Party in accordance with this “Notices” Section. All notices will be deemed effective upon personal delivery (or refusal thereof), seven (7) days following deposit in the mail, or three (3) business days following deposit with any reputable international courier service, if in accordance with “Notices” Section.
Force Majeure. In no event shall Veo be responsible or liable for any failure or delay in the performance of its obligations arising out of or caused by, directly or indirectly, forces beyond its control, including pandemics, epidemics, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, government orders, nuclear or natural catastrophes, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that Veo shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.
Entire Agreement. These Terms and the Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous representations and agreements between the Parties with respect to the subject matter hereof, all of which are merged herein. Notwithstanding the foregoing and except as expressly stated herein, nothing contained in these Terms or the Agreement will be construed as affecting the rights or obligations of either Party set forth in any confidentiality agreement between the Parties. These Terms and the Agreement will not be modified except by a writing signed by both Parties. The terms "include(s)" and "including" mean "include(s), but is not limited to" and "including, but not limited to", respectively. "Law" means a law, statute, regulation, rule, court order or government agency order. If any provision hereof is held to be invalid or unenforceable, the provision will be reformed and enforced to the maximum extent permitted by law, or severed if that is impermissible, and the remainder of these Terms and the Agreement will remain valid and enforceable. Neither Party will be deemed in breach if its obligations hereunder, except for payment obligations, are delayed or become impossible or impractical for any cause beyond such Party’s control. The Parties are independent contractors; no joint venture, franchise, partnership or employment exist between them. The Parties do not intend to benefit or confer any rights on any third party by virtue of these Terms. Except as expressly provided in these Terms or the Agreement, this Agreement is non-exclusive and will not be construed to limit the business activities of either Party. No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder will be effective unless in writing. Failure to enforce a right or remedy does not constitute a waiver of the right or remedy. Veo may assign or delegate its rights, duties and obligations hereunder. This Agreement will be binding upon and inure to the benefit of each of the Parties and their respective legal successors and permitted assigns. This Agreement and any Order may be signed by electronic signature. A signed copy of this Agreement or an Order delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement or Order.
Assignment. Organization may not assign or transfer this Agreement or assign or delegate any of its rights or obligations, whether by operation of law or otherwise, without the prior written consent of Veo in its sole discretion. Any merger, change of control or similar transaction will be considered an assignment requiring consent.
Forum and Jurisdiction; Equitable Relief. The laws of Denmark govern these Terms and the Agreement, regardless of any conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute or controversy arising out of or in connection with the Agreement (and these Terms) will be resolved by the municipality court of Copenhagen (Denmark) and each Party waives any objection based on personal jurisdiction, venue or inconvenient forum. Any breach under the Agreement (and these Terms) with respect to the proprietary rights or the Confidential Information of a Party will cause such Party irreparable injury for which there are inadequate remedies at law, and therefore the injured Party will be entitled to equitable relief in a court of competent jurisdiction without first submitting the claim to arbitration, in addition to all other remedies provided by the Agreement (and these Terms) or available at law, without the need to post a bond or prove actual damages. The prevailing Party in any litigation or other proceeding arising from or in connection with the Agreement (and the Terms) will be entitled to recover from the other Party all costs, attorneys’ fees and other expenses incurred by such prevailing Party.
Survival. The provisions of the following Sections shall survive termination of the Terms and the Agreement: Veo Intellectual Property, Organization Intellectual Property, Enforcement of Intellectual Property, Inspection and Audit of Books and Records, Organization Restrictions, Confidentiality, Publicity, Compliance with Laws, Effect of Termination, Disclaimer of Warranties, Indemnification by Organization, Indemnification by Veo, Limitation of Liability, and Miscellaneous shall survive termination of the Agreement.