Exhibitor Terms of Service
THESE TERMS OF SERVICE (“TERMS”) GOVERN YOU AND YOUR AFFILIATES’ USE OF THE PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY DOUBLEDUTCH EMEA B.V. (“DOUBLEDUTCH”). THE TERMS "YOU" OR "YOUR" SHALL REFER TO YOU PERSONALLY OR, IF YOU REPRESENT A COMPANY OR OTHER SUCH ENTITY, TO THAT COMPANY/ENTITY AND ITS EMPLOYEES, AGENTS AND AFFILIATES AS THE CASE MAY BE.
ANY TERMS AND CONDITIONS SET FORTH ON ANY DOCUMENT OR DOCUMENTS ISSUED BY YOU EITHER BEFORE OR AFTER ISSUANCE OF ANY DOCUMENT BY DOUBLEDUTCH SETTING FORTH OR REFERRING TO THESE TERMS ARE HEREBY EXPLICITLY REJECTED AND DISREGARDED BY DOUBLEDUTCH, AND ANY SUCH TERMS AND CONDITIONS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE BY DOUBLEDUTCH TO YOU AND SHALL NOT BE BINDING IN ANY WAY ON DOUBLEDUTCH.
UPON EITHER CLICKING THROUGH OR USING THE SERVICES DESCRIBED HEREIN, THESE TERMS SHALL BECOME A BINDING LEGAL CONTRACT. IF YOU ARE CLICKING THROUGH OR USING THE SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS.
- Defined Terms
- Event Information and Content
- App Store Distribution
- Term and Termination
- Intellectual Property Licenses and Ownership
- Disclaimer of Representations and Warranties
- Limitation of Liability
- DEFINED TERMS
“Affiliates” means, with respect to a party, any person that directly or indirectly Controls, is Controlled by or is under common Control with that party, where “Control” means beneficial ownership of at least fifty percent (50%) of the then-outstanding voting shares or equity interests in the person in question or the ability to otherwise direct the affairs or operations of the person in question, but only so long as such control exists.
“Agreement” means these Terms.
“App” means each DoubleDutch proprietary mobile, tablet, and web-based application.
“Content” means all of the copyrighted materials, data, information, and other content, whether copyrighted or not, originated by You and delivered to DoubleDutch that is required for the App to operate properly in connection with the Services.
“Customer CMS” means DoubleDutch’s customer-focused Content Management System and digital portal hosted by DoubleDutch, where Event-related information is located.
“End User” means an individual, including an Event attendee, who downloads or otherwise accesses an App for that individual’s own personal use and not for resale or distribution to any other person or entity.
“EULA” means an End User License Agreement entered into by End Users.
“Event” means a conference or other gathering produced by an Event Organizer.
“Event Organizer” means a company, individual, entity or organization that is a customer of DoubleDutch, is producing a conference or other gathering and has invited You to exhibit Your goods and/or services at such conference or other gathering.
“Exhibitor” means You and/or one or more vendors, companies, individuals, entities or organizations other than You that an Event Organizer invites to an Event and to whom the Event Organizer may grant certain rights and privileges to use the App, and who may provide data to be used in the App at one or more events.
“Exhibitor Portal” means the Exhibitor-focused digital portal hosted by DoubleDutch where various Services and information relating to Events may be accessed.
“Marks” means each of Your trademarks, service marks, and logos that are delivered or made available to DoubleDutch for use in connection with the Agreement.
“Media Assets” means all Content consisting of branded graphics provided by You to be incorporated in the App through the Exhibitor Portal and/or Customer CMS that must meet the specifications provided to you by DoubleDutch.
“Services” means, collectively, DoubleDutch’s standard proprietary service offering consisting of the provision of the App, access to DoubleDutch websites and software (including the Exhibitor Portal and the Customer CMS), hosting of the App and websites, assistance with use of Exhibitor Portal and the Customer CMS, lead scanning, targeted opportunities, technical support and related services made available by DoubleDutch to You, as identified herein, in the Exhibitor Portal and the Customer CMS.
“Term” means the period beginning on the earlier of (i) your use of the Services; or (ii) your clicking through to accept these Terms, and ending upon termination by one of the parties, as set forth in Section 7.2.
- EVENT INFORMATION AND CONTENT
2.1 Content Management System. As a part of the Services, DoubleDutch will provide You with access credentials, during the Term, to the Exhibitor Portal through which You will be able to upload Event information and other Content for the applicable Event, access various Services, access attendee data and related usage metrics.
2.2 Your Responsibility. It is Your responsibility to provide through the Exhibitor Portal all Event-specific Content required for DoubleDutch to perform related Services in the App
2.3 Unauthorized Use. You are responsible for maintaining the confidentiality of all attendee data and are solely responsible for all activities that occur under these usernames.
2.4 Customer CMS and Exhibitor Portal Assistance. DoubleDutch will use commercially reasonable efforts to provide content integration assistance and support to finalize the onboarding of Your Content into the App.
3.1 App Features. You will have access to the Exhibitor Event-specific features as described in the DoubleDutch features list at www.doubledutch.me/features-list.html by accessing the Services through the Apps.
- APP STORE DISTRIBUTION
4.2 Suspension. DoubleDutch will have the right to suspend or discontinue the distribution of any App in the event that it determines that such distribution may result in harm, damage, or liability for DoubleDutch.
5.1 Hosting Services. After You have delivered all Content through the Exhibitor Portal, DoubleDutch will host and make available such Content together with the App for access and use by End Users and/or other Exhibitors.
5.2 Access. Access to the Services is provided on a fee-per-Service basis. Your account must be in good standing in order for You to access and use the Services and content contained therein.
5.3 Support. DoubleDutch will provide technical support to You via one or more of Your users that You identify. Technical support will be available to You 24 hours a day, 7 days a week, 365 days a year via DoubleDutch’s support portal at email@example.com.
6.1 Fees. You shall pay DoubleDutch the fees for the Services provided over the Term as described in the Exhibitor Portal. Without limiting its other remedies, DoubleDutch will have the right to suspend access to the Services if amounts due are not timely paid. All payment obligations are non-cancelable and fees paid are non-refundable.
6.2 Taxes. The fees exclude all applicable sales, use, and other taxes (other than VAT and taxes on DoubleDutch’s income), duties, charges, and related fees and penalties in each case arising from any payments to be made to DoubleDutch under this Agreement and/or performance hereunder (collectively, “Taxes”), and You will be responsible for payment of all Taxes. You will make all payments of fees to DoubleDutch free and clear of, and without reduction for, any withholding taxes; any such taxes will be Your sole responsibility, and You will provide DoubleDutch with official receipts issued by the appropriate taxing authority, or such other evidence as DoubleDutch may reasonably request, to establish that such taxes have been paid.
- TERM AND TERMINATION
7.1 Term. This Agreement shall commence on the earlier of (i) Your use of the Services; or (ii) Your clicking through to accept these Terms and expire as set forth in this Section 7.
7.2 Termination. Either party may terminate this Agreement for any reason by using the termination functionality as it may be provided in the Exhibitor Portal or upon fourteen (14) days written notice to the other party. Upon termination of this Agreement, all rights and obligations of both parties, including all licenses granted hereunder (except the licenses described in Section 8.8), shall immediately terminate and each party shall promptly return (or, at the other party’s request, destroy) the other party’s Confidential Information as defined in Section 9.1.
7.3 Survival. The following Sections shall survive expiration or termination of this Agreement: 1, 2.3, 6, 7.3, 8.2, 8.3, 8.4, 8.6, 8.7, 8.8, 8.9, 8.10, 9, 10, 11, 12 and 13. Rights under any then-in-effect EULA shall survive expiration or termination of this Agreement in accordance with their terms.
- INTELLECTUAL PROPERTY LICENSES AND OWNERSHIP
8.1 Exhibitor Portal and Customer CMS License. DoubleDutch shall own and retain all right title and interest in and to the Exhibitor Portal and the Customer CMS and DoubleDutch hereby grants to You, subject to the terms and conditions of this Agreement, a limited, revocable, worldwide, non-exclusive, non-transferable (except as set forth in Section 13.10), fully paid, royalty-free, non-assessable license during the Term to access and use the Exhibitor Portal solely for Your internal business purposes and for the purpose of uploading and viewing content and data related to the Services.
8.2 Restrictions on Use. You shall not, and shall not permit any third party to: (i) reproduce, modify, adapt, alter, translate or create derivative works from the Exhibitor Portal, the Customer CMS and/or any App; (ii) merge the Exhibitor Portal, the Customer CMS and/or any App with any other software; (iii) reverse engineer, decompile, dissemble, or otherwise attempt to derive the source code for the Exhibitor Portal, the Customer CMS and/or any App; or (iv) distribute, sublicense, lease, rent, loan, or otherwise transfer the Exhibitor Portal, the Customer CMS and/or any App to any third party except as expressly allowed under this Agreement. You must not remove, alter, or obscure in any way any proprietary notices of DoubleDutch or its suppliers on or within any copies of the Exhibitor Portal, the Customer CMS and/or any App.
8.3 DoubleDutch IP.
8.3.1 The Services, the Exhibitor Portal, the Customer CMS, the Apps and any other work product resulting from the Services, including, without limitation, notes, records, drawings, designs, works, discoveries, improvements, specifications, operating instructions, inventions, processes, know-how, techniques, trade secrets, software and any derivatives, updates or upgrades to all of the foregoing, and other intellectual property, together with any revisions, additions and refinements and derivative works thereof, all of which have been and will continue to be independently developed, whether within or outside of the scope of the Services, which may or may not be included in a portion of the Services, but excluding all Content, Media Assets and Marks incorporated therein, and all worldwide intellectual property rights in all of the foregoing (collectively, “DoubleDutch IP”), are the exclusive property of DoubleDutch. For avoidance of doubt, any copyrightable subject matter developed by DoubleDutch during the Term of this Agreement is not a work made for hire and shall be owned directly by DoubleDutch. All licenses granted by DoubleDutch to You are express, are limited to their terms and conditions specified herein, and there are no implied licenses granted to You to any DoubleDutch IP.
8.3.2 DoubleDutch may explicitly identify its ownership or other rights within the Services, the Exhibitor Portal, the Customer CMS, the Apps and any other work product resulting from the Services by using its branding, trademarks, the phrase “Powered by DoubleDutch” or other identifying material.
8.4 Assignment of Rights. If You obtain any ownership rights in or to any DoubleDutch IP or any other work product resulting from DoubleDutch’s performance under this Agreement, You hereby irrevocably and unconditionally: (i) assign all such right, title, and interest to DoubleDutch; (ii) waive any enforcement of any such ownership rights You may have against DoubleDutch; (iii) grant DoubleDutch an unlimited, non-revocable, worldwide, exclusive, transferable, fully paid, royalty-free, non-assessable license to such ownership rights; and (iv) covenant and agree that in the event any moral rights exist that cannot be assigned to DoubleDutch, You, to the maximum extent permitted by law, shall not exercise such moral rights in any way that might interfere with DoubleDutch’s economic exploitation of such material or which might inhibit DoubleDutch from modifying the material in any manner in which DoubleDutch sees fit.
8.5 License to Your IP. You hereby grant DoubleDutch a worldwide, royalty-free and nonexclusive license during the Term to use, reproduce, perform, display, distribute, and modify all Content, Media Assets and Marks (collectively, “Your Licensed IP”), solely as follows: (i) in connection with the performance of Services; and (ii) for creation of, or incorporation of materials into, the Exhibitor Portal, the Customer CMS and any App. Your Licensed IP is and shall remain Your exclusive property. The license granted by You to DoubleDutch to use Your Licensed IP as provided herein is express, is limited to its terms and conditions specified herein, and there are no implied licenses granted by You to DoubleDutch.
8.6 Your Licensed IP. You represent and warrant that: (i) Your Licensed IP is correct and current; (ii) is owned by You or You have the right to grant the license in Section 8.5 above; (iii) that DoubleDutch’s placement, provision and/or use of Your Licensed IP hereunder shall not violate or infringe the intellectual property, moral, privacy, or publicity rights of any third party; and, (iv) to the extent necessary, DoubleDutch’s use of Your Licensed IP has been properly and completely approved for the uses hereunder.
8.7 End User Data. To the extent You obtain End User data (such as End User contact information, responses to targeted opportunities and data relating to other Exhibitor events), including any rights therein, as part of the Services or use of an App (collectively, the “End User Data”), You agree to process End User Data in accordance with local data protection legislation or any statutory equivalent in force in any part of the world which is relevant to personal data, including the General Data Protection Regulation in due time (Data Protection Legislation). In accordance with Data Protection Legislation, you agree to inform End Users of the means and purposes for which you process their data and also agree to inform End Users of their rights to access, delete and modify their personal data.
8.8 License End User Data. In so far DoubleDutch does not qualify as data controller of the End User Data, You grant DoubleDutch a perpetual, worldwide, royalty-free, and nonexclusive sub-licenseable right to (i) use, reproduce, modify, and adapt all End User Data in connection with the Services and distribution and use of any App; and, (ii) use End User Data to improve our services, applications, develop new products, and launch services for other purposes.
9.1 Confidential Information. During the Term, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products or services, or other confidential or proprietary information (collectively, “Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure. Regardless of whether so marked or identified, the source code for the Apps and all enhancements and improvements in the foregoing, and technical and functional information of the Services will be considered Confidential Information of DoubleDutch.
9.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees with a need to know, who have confidentiality obligations no less restrictive than those set forth herein and have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files consistent with that party’s records retention/destruction policy) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence. The confidentiality obligations set forth in this Section shall not apply to any information that: (i) becomes generally available to the public through no fault of the Receiving Party; (ii) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (iii) was already known to the Receiving Party at the time of disclosure; or (iv) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who did not use the Confidential Information.
9.3 Necessary Disclosure. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body; provided, that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
- DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
THE APPS, THE EXHIBITOR PORTAL, THE CUSTOMER CMS AND THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND DOUBLEDUTCH HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE APPS, THE EXHIBITOR PORTAL, THE CUSTOMER CMS AND ITS PROVISION OF THE SERVICES UNDER THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. DOUBLEDUTCH DOES NOT WARRANT THAT USE OF THE APPS, THE EXHIBITOR PORTAL, THE CUSTOMER CMS AND THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
- LIMITATION OF LIABILITY
EXCEPT FOR A BREACH OF SECTION 9, A CLAIM RELATING TO MISUSE OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND/OR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, OR TO ANY APP, THE EXHIBITOR PORTAL, THE CUSTOMER CMS OR THE SERVICES. EXCEPT FOR A BREACH OF SECTION 9, A CLAIM RELATING TO MISUSE OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND/OR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, ANY APP, THE EXHIBITOR PORTAL, THE CUSTOMER CMS AND/OR THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE TO DOUBLEDUTCH BY YOU UNDER THIS AGREEMENT. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT SHALL NOT INCREASE EITHER PARTY’S LIABILITY. IN NO EVENT SHALL DOUBLEDUTCH’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
12.1 By DoubleDutch. DoubleDutch will defend, indemnify and hold You harmless at its own expense for any action against You brought by a third party to the extent that the action is based upon any claim that the Apps (excluding any Content, Marks, or any End User Data incorporated therein) infringe any U.S. copyrights or misappropriates any trade secrets recognized as such under the Uniform Trade Secret law and will pay those costs and damages finally awarded against You in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. Notwithstanding the foregoing, DoubleDutch will have no obligation with respect to an infringement claim based upon (i) any use of the Apps (or any of its components) not in accordance with this Agreement, (ii) any use of the Apps (or any of its components) in combination with other products, equipment, software or data not supplied by DoubleDutch, or (iii) any modification of the Apps (or any of its components) by any person other than DoubleDutch and its authorized representatives (collectively, “Excluded Claims”). If any App becomes, or in DoubleDutch’s opinion is likely to become, the subject of an infringement claim, DoubleDutch may at its option, (a) procure for You the right to continue using the App, (b) replace or modify the infringing component(s) of the App so that it becomes non-infringing, or (c) terminate this Agreement and refund any fees actually paid by You to DoubleDutch as advance payment for delivery of Services. This Section 12.1 states Your sole and exclusive remedy and DoubleDutch’s entire liability for infringement claims and actions.
12.2 By You. You will defend, indemnify and hold DoubleDutch harmless at Your expense for any action brought against DoubleDutch, and will pay any settlement You make or approve, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party resulting from or relating to (i) any actions or omissions on Your part in marketing or distributing the Apps, (ii) any representations, warranties, or guarantees made or published by You, (iii) the Content, Marks, Media Assets or (iv) the Excluded Claims. This Section 12.2 states the sole and exclusive remedy of DoubleDutch and Your entire liability for the claims and actions described herein.
12.3 Procedure. The foregoing obligations of the indemnifying party are conditioned upon the indemnitee promptly notifying the indemnifying party in writing of the action, the indemnitee giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnitee cooperating and, at indemnifying party’s expense, assisting in such defense.
13.1 Notice. Notices to You will be sent to the email address You provide in the Exhibitor Portal. Notices to DoubleDutch must be sent to the mailing address set forth below. Each party has the right to change its address for notice by providing the other party at least ten (10) days’ prior, written notice. Address for notice to DoubleDutch: DoubleDutch EMEA B.V., Van Diemenstraat 28, 1013 NH, Amsterdam, The Netherland, Attention: Legal Department.
13.2 Relationship of the Parties. The parties are independent contracting parties to this Agreement. Neither party is the legal representative, joint venturer, or partner to the other party for any purpose. Neither party has authority to bind the other party to any third party or otherwise to act in any way as the other party’s representative or agent, except as this Agreement provides or the parties expressly agree in writing.
13.3 Legal Costs and Expenses. In the event either party must retain an attorney to enforce this Agreement or to file or defend any action arising out of this Agreement, the prevailing party in the action is entitled, in addition to any other remedies available to it, to recover from the other party its reasonable fees for lawyers and expert witnesses, plus court costs and expenses as a court of competent jurisdiction may fix. The term “prevailing party” for the purposes of this Section includes a defendant who has by motion, judgment, verdict, or dismissal by the court, successfully defended against any claim that has been asserted against it.
13.4 Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement operates as a waiver of any right, power or remedy. No waiver of any provision of this Agreement is effective unless in writing and signed by the party against whom the waiver would be enforced. Any waiver by either party of any provision of this Agreement is not a waiver of any other provision of this Agreement, nor does any waiver operate as a waiver of the relevant provision respecting any future event or circumstance.
13.5 Modifications and Amendments. DoubleDutch may at any time, with or without notice, revise these Terms by providing written notice to You or by prominently posting an update to this online document on the DoubleDutch website. For purposes of this Section 13.5, You acknowledge and agree that notice to You may be provided by email to the email address set out in the Exhibitor Portal. You are responsible for providing us with Your most current e-mail address. In the event that the last e-mail address that You have provided us is not valid, or for any reason is not capable of delivering to You the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Services following notice or posting of changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
13.6 Publicity. DoubleDutch may identify You as an Exhibitor using the Service. Upon mutual agreement, the parties may issue a press release, case study, blog post or social media post relating to the business relationship between them.
13.7 Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, that provision will be enforced to the extent possible consistent with the parties’ stated intention or, if incapable of enforcement, will be deemed to be deleted from this Agreement while the remainder of this Agreement will continue in full force.
13.8 Entire Agreement. This Agreement constitutes the parties’ entire agreement. This Agreement supersedes all prior or contemporaneous agreements, understandings or communications between the parties, whether oral or written, with respect to its subject matter; provided, however, that any nondisclosure agreement in effect between the parties will remain in full force. You are not relying upon any statement, representation or warranty, whether negligently or innocently made, of any person that is contrary to this Agreement.
13.9 Remedies. You acknowledge that the Apps contain valuable trade secrets and proprietary information of DoubleDutch, that any actual or threatened breach of Sections 8 or 9 shall constitute immediate, irreparable harm to DoubleDutch for which monetary damages would be an inadequate remedy. In such case, DoubleDutch will be entitled to immediate injunctive relief without the requirement of posting bond.
13.10 Assignment. Neither party may assign or transfer, by operation of law or otherwise, this Agreement, in whole or in part, without first obtaining the other party’s prior written consent, except that either party may assign this Agreement, in whole or in part, without obtaining the consent of the other party, to the assigning party’s Affiliates and/or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assigning party’s assets. Any attempted assignment or transfer in violation of the foregoing will be void.
13.11 Force Majeure. Any delay in the performance or duties of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the reasonable control of such party; provided, that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
13.12 Governing Law; Venue. This Agreement is governed by and interpreted in accordance with the laws of the The Netherlands. Any proceeding brought to enforce this Agreement or to adjudicate any dispute related to this Agreement is subject to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands.. Each party submits itself to the exclusive jurisdiction and venue of these courts for purposes of proceedings related to this Agreement, waives forum non conveniens and similar defenses, and agrees that any service of process may be affected by delivery of the summons to the address for notice as specified herein.