16.2 Assignment. You may not assign or transfer this Agreement, or rights or obligations under it, without our prior written consent. We may assign this Agreement, in whole or in part, without restriction. Any assignment or transfer in violation of the foregoing shall be deemed void and of no effect. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
16.3 Force Majeure. We shall not be liable for failure or delay of performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, third party equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
16.4 Governing Law and Jurisdiction. If you are located in the European Economic Area (EEA), Switzerland or the United Kingdom, this Agreement is governed by the laws of the Germany and jurisdiction and venue shall be Berlin, Germany. If you are located within North America, South America or in a country other than in the EEA, Switzerland or the United Kingdom, or if you are using only Unpaid Services, this Agreement is governed by the laws of the New York, U.S.A. and jurisdiction and venue shall be the New York. Governing law is without regard to any conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
16.5 Notices. Notices to you shall be given to the email address on file associated with your account. To change the email address on file in your account, you must notify Grips at firstname.lastname@example.org. You agree to receive communications from us in an electronic form. All notices to you will be deemed received when sent. We may, but are not obligated to, provide communications in paper format. Notices to us shall be given to email@example.com.
16.6 Entire Agreement. This Agreement is the entire agreement between you and Grips concerning your use of the Website and the Services and supersedes all other proposals and agreements, whether in oral, written or electronic form. In the event of any conflict between the terms of this Agreement and the terms on the Website or any other document, the terms of this Agreement shall prevail. No terms in any purchase order or in any order documentation are incorporated into or form any part of this Agreement. If you have ordered the Services through our reseller, the terms of this Agreement shall apply to the exclusion of all other varying terms and conditions. Resellers are not authorized to make any promises or commitments on our behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.
16.7 Languages. You agree that this Agreement is written in the English language and that the English language version of this Agreement and any related document (including notices) shall prevail. Notwithstanding the foregoing, if you are located in a country whose laws require that contracts be in the local language in order to be enforceable, then the version of this Agreement that governs is the local language version that is produced by Grips within a reasonable time following your written request to us.
16.8 No Waiver. No failure or delay by Grips to exercise any right or remedy will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
16.9 Severability. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, unenforceable, or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid.
16.10 Relationship of the Parties. This Agreement does not create or imply any agency, partnership or franchise relationship. Nothing in this Agreement, express or implied, is intended to or shall confer on any third party any right, benefit or remedy of any nature whatsoever.
16.11 No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.
16.12 U.S. Government End Users. The Services and its underlying software are commercial computer software developed at private expense as defined in FAR 2.101 or DFAR 252.227-7014. If you are an agency, department or other entity of the U.S. Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the software or any technical data is restricted only to those rights customarily provided to the public as set forth in this Agreement.