Chain Bytes Software as a Service Agreement

Last Modified : December 15, 2021

This Software as a Service Agreement (this "Agreement") is a binding contract between you, ("Operator"), and CHAIN BYTES, LLC a limited liability company located at 3722 Lehigh Street, Suite 408, Whitehall Pennsylvania 18052 ("Chain Bytes"). Chain Bytes and Operator may be referred to herein collectively as the "Parties" or individually as a "Party".

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

Definitions

"Aggregated Statistics" means data and information related to Operator's use of Chain Bytes' Services and that is used in an aggregate and anonymized manner, including but not limited to in compiling statistical and performance information related to the provision and operation of the Services.

"Authorized User" means Operator's employees, consultants, contractors, support agents and other agents (a) who are authorized by Operator to access and use the Services under the rights granted to Operator pursuant to this Agreement and (b) for whom access to the Services has been granted. Operator certifies and acknowledges its sole responsibility for any of its or any of its Authorized Users' use of the Services.

"Dashboard" means the Chain Bytes cloud-based system for monitoring transactions.

"Documentation" means, without limitation, any and all written, printed, recorded, computer-stored, electronically stored, or in any other manner whatsoever maintained or reproduced materials, representations, and communications related to the Services provided by Chain Bytes to Operator, including but not limited to user manuals, handbooks, and guides relating to the Services.

"End User" means any person that conducts a digital currency transaction through Operators Teller Machine.

"Operator Data" means any data or other type of content in any form or medium that is submitted, posted, communicated or otherwise transmitted by or on behalf of Operator, Authorized User, or End User through the Services. The term "Operator Data" shall exclude Aggregated Statistics.

"Chain Bytes IP" means the Teller Machine Software, Dashboard, Documentation, and all intellectual property provided or granted access to Operator or Authorized User(s) in connection with the Services. "Chain Bytes IP" shall include Aggregated Statistics and any information, data, or other content derived from Chain Bytes' monitoring of Operator's access to and/or use of the Services but does not include Operator Data.

"Services" means Operator's permitted use of Teller Machine Software and Dashboard during the term of this Agreement pursuant to the provisions provided herein. Chain Bytes and its third-party vendors and hosting partners provide the underlying software, network storage, and other related technology required to use the Services.

"Teller Machine" means the Bitcoin or other digital currency terminal machine.

"Teller Machine Software" means the software and firmware provided to Operator for installation on a Teller Machine in order to receive the Services.

"Third-Party Products" means any product, platform, or service not developed by Chain Bytes and that enhances, manipulates, integrates with, interacts with, or otherwise adds functionality to the Services or Operator Data.

"Term" Means the duration of this Agreement as provided in section 10, to begin on the date Operator clicks "I ACCEPT" and, unless terminated or otherwise amended, to be in effect until 1 year thereafter.
Access and Use
1. Provision of Access . Subject to and conditioned on the compliance with all terms and conditions of this Agreement and applicable laws, Chain Bytes hereby grants Operator a non-exclusive, non-transferable (except in the conditions specified in Section 11.9) right to access and use the Services during the Term.
2. Use Restrictions . Operator shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Operator shall not at any time, directly or indirectly (a) copy, modify, or create derivative works of the Services or Documentation in any manner; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transmit, broadcast or publicly perform, transfer, or otherwise make available to non-Authorized Users the Services or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to manipulate or gain access to any software component of the Services, in whole or in part; (d) remove any proprietary notices from the Services or Documentation; (e) attempt to gain or allow unauthorized access to the Services or its related systems or networks, or perform unauthorized penetration testing; (f) attempt to derive the Services source code or underlying ideas or algorithms; (g) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity; (h) use the Services or Documentation in any manner or for any purpose that violates any applicable law; (i) perform or disclose any benchmarking or availability testing of the Services; (j) perform or disclose any performance or vulnerability testing of the Services without Chain Bytes' prior written approval; (k) perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; or (l) use or allow use of the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations.
3. Access Suspension . Notwithstanding and superseding anything to the contrary in this Agreement, Chain Bytes may suspend Operator's access to any portion or all of the Services (" Service Suspension ") if Chain Bytes suspects any of the following: (a) there is a threat or attack on any of the Chain Bytes IP; (b) Operator 's , Authorized User 's , or End User's use of the Chain Bytes IP disrupts or poses a security risk to Chain Bytes IP or to any other Chain Bytes operator or vendor; (c) Operator, Authorized User or End User is using the Chain Bytes IP for fraudulent or illegal activities; (d) Operator is non-compliant with applicable laws (including but not limited to by using the Service or Teller Machine for such illegal activities as money laundering or terrorist financing); (e) Operator has ceased to continue its ordinary course of business, has made an assignment or other disposition of its assets for the benefit of creditors, or has become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (f) Operator has violated any material term of this Agreement or other agreement executed by the Parties; (g) Operator has an unusual or material spike or increase in the use of the Services that negatively impacts the Service; (h) Chain Bytes' provision of the Services to Operator or any Authorized User is prohibited by applicable law. Notwithstanding and superseding anything to the contrary in this Agreement, Chain Bytes may also suspend Operator's access to any portion or all of the Services in accordance with Section 3 or on a recommendation made by a compliance agent or law enforcement.
4. Notice of Suspension . Chain Bytes shall use commercially reasonable efforts to provide notice of any Service Suspension to Operator. Operator acknowledges that if a Service Suspension occurs, Chain Bytes will have no liability to Operator which includes any liability for loss profits and Operator Data.
5. Aggregated Statistics . Notwithstanding anything to the contrary in this Agreement, Chain Bytes may monitor Operator's use of the Services and collect and compile Aggregated Statistics. As between Chain Bytes and Operator, all intellectual property rights, title, and interest in Aggregated Statistics belong to and are retained solely by Chain Bytes. Operator acknowledges that Chain Bytes may, among other things, (a) compile statistical and other information related to the performance, operation and use of the Services; (b) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and/or for research and development purposes ((a) and (b) referred to collectively as "Service Analyses"); and (c) use Aggregated Statistics to the extent and in any manner permitted under applicable law. Chain Bytes may make Service Analyses publicly available.
Operator Responsibilities
1. Operational Responsibilities . With respect to the access and use of the Services, Operator Data, and Teller Machine Operator acknowledges and agrees that Operator has additional responsibilities that include but are not limited to the following:
  1. Oversight of and liability for any damages resulting from Operator's, Authorized User(s)' or any other non-End User(s)' use of and/or access to the Services, IP, and Documentation resulting, directly or indirectly, from access provided by Operator (whether such access or use is permitted by or in violation of this Agreement), and ensuring that such use complies with all legal, contractual, and confidentiality obligations;
  2. Preventing unauthorized use of Chain Bytes IP, Services, and/or Documentation, resulting from access provided to or otherwise obtained by Operator, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement;
  3. Preventing any and all acts and omissions of any Authorized Users that would constitute a breach of this Agreement;
  4. Any services or sub-contracts Operator or its Authorized User(s)' enter into or provide that relate to or involve the use of the Services;
  5. Ensuring that power supply, ethernet, and any other servicing or handling requirements necessary for use of the Service are always in place for proper functioning of the Services;
  6. Confirming with Chain Bytes that the Teller Machine is up to date with all upgrades, including any upgrades which require the purchase of licenses or equipment, regardless of whether Chain Bytes notifies Operator of such upgrades. Chain Bytes will in no event be liable for any performance-related issues relating to the Teller Machine including but not limited to Operator's failure to apply patches to the Teller Machine , upgrade or replace equipment, or test compatibility of the Teller Machine Software updates or upgrades with its Teller Machine and/or its network; and
  7. Maintaining the operating cash flow necessary to facilitate the transactions on the Teller Machine.
2. End User Responsibility . With respect to End User access to or use of the Teller Machine, Operator acknowledges its responsibility and assumes liability for any and all damages resulting to any party resulting from End User access to the Services, whether or not such including but not limited to the following:
  1. Contracting with and providing all required support to Operator's End Users;
  2. Preventing End User's unauthorized use of or access to the Teller Machine and/or Operator Data, notwithstanding whether Operator has allowed End User's access to its Teller Machine;
  3. Ensuring all End Users are aware of this Agreement's provisions;
  4. Receiving all necessary consents from End User for the receipt, transmission, storage, disposal, use, and disclosure of Operator Data and is responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of information; and
  5. Implementing a notice that will be seen and accepted by all End Users every time an End User accesses the Teller Machine, which, at the minimum, may include: (i) the safeguarding of End User information; (ii) a disclaimer of any warranties of merchantability or fitness for a particular purpose; (iii) risks associated with purchasing, selling or sending virtual currency; (iv) the End User is allowed to buy and sell virtual currency under the applicable laws; and (v) any other requirement that Operator has acknowledged in this Agreement or should know when operating a Teller Machine. Operator acknowledges that Chain Bytes is in no way liable, and Operator is solely liable for any virtual currency transaction that occurs on Operators Teller machine.
3. Regulatory Responsibility . Operator acknowledges and agrees, in addition to all other terms and conditions to this Agreement, that Operator is wholly responsible and Chain Bytes shall not be held liable for any violation of economic or other regulations or rules applicable to Operator, Authorized User or End Users.
4. Failure to Comply . Operator acknowledges that if it fails to comply with any material term in this Section 3, Operator's failure will be treated as a material breach of this Agreement entitling Chain Bytes to suspend or terminate the Services.
Payment and Accounting
1. Payment . Operator shall pay Chain Bytes 1% (subject to change) of the total transaction volume (the "Fee") without offset or deduction. The Fee shall be paid in Bitcoin and be collected automatically. If Operator fails to make any payment when due, without limiting Chain Bytes' other rights and remedies, (a) Chain Bytes may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Operator shall reimburse Chain Bytes for all reasonable costs incurred by Chain Bytes in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for 30 days or more, Chain Bytes may suspend or terminate Operator's and its Authorized Users' access to any portion or all of the Services.
2. Taxes . All Fees and other amounts payable by Operator under this Agreement are exclusive of taxes and similar assessments. Operator is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Operator hereunder, other than any taxes imposed on Chain Bytes' income.
3. Auditing Rights and Required Records . Operator agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of five (5) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Chain Bytes may, at its own expense, on reasonable prior notice, periodically inspect and audit Operator's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Operator has underpaid Chain Bytes with respect to any amounts due and payable during the Term, Operator shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 4(a). Operator shall pay for the costs of the audit if the audit determines that Operator's underpayment equals or exceeds 10% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of five (5) years after the termination or expiration of this Agreement.
Confidential Information
1. During the Term (as described in Section 10), either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is marked, designated, or otherwise identified as "confidential"(collectively," Confidential Information "). Confidential Information does not include information that, at the time of disclosure is (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (b) to establish a Party's rights under this Agreement, including to make required court filings.
2. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's non-disclosure obligations with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to such trade secret protection.
Intellectual Property Ownership
1. Reservation of Rights . Chain Bytes reserves all rights not expressly granted to Operator in this Agreement. Except for the limited rights and authorized use of the Service expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Operator or others, any intellectual property rights or other right, title, or interest in or to the Chain Bytes IP.
2. Chain Bytes IP . Operator acknowledges that, as between Operator and Chain Bytes, Chain Bytes owns all right, title, and interest, including all intellectual property rights, in and to the Chain Bytes IP and, with respect to Third-Party Products, the applicable third-party provider owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
3. Operator Data . Operator acknowledges that, as between Chain Bytes and Operator, Operator owns all right, title, and interest, including all intellectual property rights, in and to the Operator Data. Operator hereby grants to Chain Bytes a non-exclusive, royalty-free, irrevocable worldwide license to reproduce, distribute, and otherwise use and display the Operator Data and perform all acts with respect to the Operator Data as may be necessary for Chain Bytes to provide the Services and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Operator Data incorporated within the Aggregated Statistics. For the avoidance of doubt, Chain Bytes is not responsible for any liability arising from the collection, transmission or use of Operator Data.
Disclaimers
1. Chain Bytes Disclaimer . The Chain Bytes IP is provided "as is" and Chain Bytes hereby disclaims all warranties, whether express, implied, statutory, or otherwise. Chain Bytes specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Chain Bytes makes no warranty of any kind that the Chain Bytes IP, or any products or results of the use thereof, will meet operator's or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, be accurate, complete, free of harmful code, bug free, or error free.
2. Third-Party Disclaimer . Chain Bytes does not make any commitments or claims regarding security, confidentiality, or performance of any Third-Party Products, and specifically disclaims any liability regarding Third-Party Products. To the extent any Third-Party Product accesses, processes, or gathers personal data, the applicable third party is Operator's direct data processor, and is not acting as a data sub-processor of Chain Bytes.
Indemnification
1. Chain Bytes Indemnification . Chain Bytes shall indemnify, defend, and hold harmless Operator from and against losses, damages, liabilities, costs (including reasonable attorney fees) ("Losses") incurred by Operator resulting from any third-party claim, ("Third-Party Claim") that the Services, or any use thereof in accordance with this Agreement, infringes or misappropriates such third-party's U.S. intellectual property rights including but not limited to patents, copyrights, or trade secrets, provided that Operator promptly notifies Chain Bytes in writing of the claim, cooperates with Chain Bytes, and allows Chain Bytes, at Chain Bytes' sole discretion, sole authority to control the defense and settlement of such claim.
2. If such claim as provided in Section 8.1 is made or appears possible, Operator agrees to permit Chain Bytes, at Chain Bytes' sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non-infringing, or (b) obtain the right for Operator to continue use. If Chain Bytes determines that neither alternative is reasonably available, Chain Bytes may terminate this Agreement, in its entirety or with respect to the affected component of part, effective immediately on written notice to Operator.
3. This Section 8 will not apply to the extent that the alleged infringement arises from (a) use of the Services in combination with data, hardware, equipment, or technology not provided by Chain Bytes; (b) modification to the Services not made by Chain Bytes; (c) Operator Data; (d) use of Service in combination with Third-Party products or (d) Third-Party Products unrelated to Chain Bytes.
4. Operator Indemnification . Operator shall indemnify, hold harmless, and at Chain Bytes' option defend Chain Bytes from and against any losses resulting from any Third-Party Claim that the Chain Bytes IP, Services, or Documentation, or any use thereof in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights.
5. Operator further agrees to indemnify and hold harmless Chain Bytes from and against any and all Third-Party Claims based on or arising from any Operator's, Authorized User's, and/or other user's (a) negligence or willful misconduct; (b) use of the Services in a manner not authorized by this Agreement; (c) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Chain Bytes; (d) use of the Services in violation of applicable laws or regulations; and/or (e) modifications to the Services not made by Chain Bytes.
6. At Chain Bytes' option, Operator shall defend Chain Bytes from and against any and all Third-Party Claims, but Operator may not settle any Third-Party Claim against Chain Bytes without Chain Bytes' prior express consents to the settlement in a signed writing, and further provided that Chain Bytes will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Limitation of Damages . Chain Bytes' total financial liability for any and all claims under this Agreement shall in no event exceed the amount paid during the preceding twelve (12) months prior to the claim by Operator to Chain Bytes for the Services provided thereunder. In no event shall Chain Bytes be liable to Operator for any consequential, incidental, punitive, special, exemplary, enhanced, or indirect damages or losses including any loss of profits, revenue, sales, data, goodwill or reputation, suffered by Operator, however caused, and on any theory of liability, regardless of any failure of essential purpose or other remedy available under this Agreement, and regardless of whether Chain Bytes was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. To the extent that the applicable jurisdiction limits Chain Bytes' ability to disclaim any implied warranties, this disclaimer shall apply to the maximum and broadest extent permitted.
Term and Termination.
1. Term . The initial term (" Term") of this Agreement begins on the date you click "I ACCEPT" (the "Effective Date") and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until one (1) year from such date (the "Initial Term"). This Agreement will automatically renew for up to two additional successive one-year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term"and together with the initial term, the"Term").
2. Termination . In addition to any other express termination right set forth in this Agreement, either Party may terminate this Agreement with thirty (30) days written notice to the non-terminating party.
3. Effect of Expiration or Termination . Upon expiration or earlier termination of this Agreement, Operator shall immediately discontinue use of the Chain Bytes IP and, without limiting Operator's obligations under Section 5, Operator shall delete, destroy, or return all copies of the Chain Bytes IP and certify in writing to the Chain Bytes that the Chain Bytes IP has been deleted or destroyed. No expiration or termination will affect Operator's obligation to pay all Fees that may have become due before such expiration or termination or entitle Operator to any refund.
4. Survival . This Section and Sections 3, 4, 5, 6, 7, 8, 9, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Miscellaneous
1. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
2. Governing Law . This Agreement and all related documents, and all matters related thereto, shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania, without giving effect to the conflict of law's provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Pennsylvania.
3. Notices . All notices will be in writing and will be deemed to have been given when (a) personally delivered; or (b) sent by electronic mail; or (c) sent by a commercial overnight courier. You will provide notices to: Chain Bytes LLC, Attention: General Counsel; Address: 3722 Lehigh Street, Suite 408, Whitehall Pennsylvania 18052; Email . Chain Bytes will provide notices to the name and last known address of the Operator.
4. Force Majeure . In no event shall Chain Bytes be liable to Operator or Authorized User, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Chain Bytes' reasonable control, including but not limited to acts of God, flood, fire, earthquake, government regulation or complete or partial ban of virtual currency or related event, explosion, internet interruption, blockchain verification error or any blockchain technology unexpected behavior, malfunction or errors, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority.
5. Amendment and Modification; Waiver . No amendment to or modification of this Agreement is effective unless it is accepted by Operator or Authorized User by choosing the "I ACCEPT" found in this Agreement. Operators will be notified of any amendment or modification by facsimile, Dashboard notification, or any other industry standard when this Agreement has been modified or amended. Chain Bytes may modify this Agreement at any time, and Operator or Authorized User waives their rights to the use of Chain Bytes Services if an amendment or modification to this Agreement is not accepted.
6. Nature of Relation Between Parties . Nothing contained in this Agreement shall be deemed to constitute either Party or any of its representatives the partner, agent, franchisee, or legal representative of the other Party or to create any fiduciary relationship for any purpose whatsoever. Except as otherwise specifically provided in this Agreement, nothing in this Agreement shall confer on either Party or any of its representatives any authority to act for, bind, or create or assume any obligation or responsibility on behalf of the other Party
7. Severability . If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
8. Mandatory Arbitration . ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION CONDUCTED BEFORE ONE ARBITRATOR, RATHER THAN IN COURT. The arbitration shall be administered by the Judicial Arbitration and Mediation Services ("JAMS") pursuant to JAMS' Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the "JAMS Rules"). Either party may initiate the arbitration. The arbitration will be conducted in Philadelphia, Pennsylvania, and judgment on the arbitration award may be entered into any court having jurisdiction thereover. Payment of all fees will be governed by JAMS Rules.
9. Assignment . Operator may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Chain Bytes. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
10. Export Regulation . Operator shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Operator Data outside the U.S.
11. U.S. Government Rights . Each Documentation and the software component that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Operator is an agency of the U.S. Government or any contractor therefor, Operator only receives those rights with respect to the Services and Documentation as are granted to all other users, in accordance with (a) 48 C.F.R. § 227.7201–48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government users and their contracting entities.