What the Agreement Covers:
The Unite UX versions of products and services, including any technology, information, software, documentation, materials, and updates available to you through this portal (the “Services”) are being made available by Progress Software Corporation (“Progress”, “we,” “us,” or “our”) to you on the condition that you agree to these terms and conditions (the “Terms of Service” or “Agreement”). “Customer,” “you” or “your” refers to the person accessing or using the Services, or, if the Services are being used on behalf of an organization, such as an employer, “Customer,” “you” or “your” means such organization. In the latter case, the person accessing or using the Services represents and warrants that he or she has the authority to do so and bind such organization to these Terms of Service. Violation of any of the terms below will result in the termination of this Agreement and the Services provided hereunder. BY CLICKING THE "I ACCEPT", “I AGREE”, or SIMILARLY WORDED BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS OF SERVICE.
THE SERVICES ARE IN EARLY DEVELOPMENT AND ARE BELIEVED TO CONTAIN DEFECTS. THE PURPOSE IN PROVIDING THE SERVICES, IS TO OBTAIN YOUR FEEDBACK ON THE SERVICES’ PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICES AND/OR ACCOMPANYING MATERIALS.
Any fees applicable to your access/use of the Services shall be set forth in a written or electronic order document entered into between you and us for the Services (an “Order”). Each Order will be governed by the terms of this Agreement and include, in addition to applicable fees, any usage limitations and any other details related to the transaction. All fees payable to us are payable in the currency specified in the Order, or if no currency is specified, in United States Dollars, are due within 30 days from the invoice date and are non-cancellable and, except as otherwise set forth herein, non-refundable without regard to the date on which this Agreement (and thus your license to access/use the Services) terminates or is terminated. We may charge you interest at a rate of 1.5% per month (or the highest rate permitted by law, if less) on all overdue payments. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that we must pay on such fees, except those based on our income. If you and we agree that you will pay by credit card, you will provide us with valid and updated credit card information and you authorize us to store such information and bill such credit card for all fees applicable: (a) at the time that you order the Services and (b) at the time of any upgrade or renewal.
1. Feedback. You license to Progress without charge all intellectual property or other rights necessary for Progress to use, share, and commercialize in any way or for any purpose any feedback about the Services you provide. You also license to all third parties without charge all intellectual property or other rights necessary for their products, technologies and services to use or interface with any specific parts of a Progress software or service that includes the feedback. You will not give feedback that is subject to any license that requires Progress to license its software or documentation or provide its services to third parties. The rights granted in this paragraph are perpetual and world-wide and survive the termination or expiration of this Agreement.
2. Licensed Use of Services. For the period during which you maintain an active subscription, Progress gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to: copy, install and use any downloadable code or software delivered to you by Progress as part of the Services; and to access and use any hosted code or software to which Progress provides you access as part of the Services, (all code/software, whether delivered or hosted, referred to as the “Software” below). This license is for the sole purpose of enabling you to use the Services as provided by Progress, in the manner permitted by these Terms of Service and shall terminate when your right to use the Services terminates. You are granted either a Trial License subscription or a Paid License subscription. Which version of the license applies (i.e., Trial License or Paid License) is determined at the time of the license purchase.
a. For purposes of this Agreement:
i. “UI Library” means the output created using the Services, including the Software, and Your Content. A UI Library must: (i) be developed by Your Licensed Developers; (ii) add substantial functionality beyond the functionality provided by the incorporated components of the Software; and (iii) may not be a commercial alternative for, or competitive in the marketplace with, the Services, any components of the Services or any other Progress, or Progress affiliate, products or services.
ii. “Licensed Developers” means Your employees or third-party contractors authorized to develop a UI Library specifically for You using the Services, including the Software, in accordance with this Agreement.
iii. “Authorized Kendo Developers” means those of your employees or third-party contractors for whom who have obtained, and at all relevant times possess, a valid and active license for one or more of the following products: Progress Kendo UI, Progress Kendo UI Builder, Progress KendoReact, Progress Telerik UI for ASP.NET MVC, Progress Telerik UI for ASP.NET Core, Progress Telerik UI for JSP, and Progress Telerik UI for PHP (collectively “Kendo Products”).
b. Paid License License Grant. If you have purchased a Paid License, you may permit your Licensed Developers to access and use the Services, including the Software, solely in conjunction with your Content to develop a UI Library for your internal business purposes only. All such use is subject to your/your Licensed Developers’ compliance with these Terms of Service and any policies and procedures Progress designates for use of the Services. “Content” means all of your data and content, such as data files, applications, internal websites, log files, written text, user authentication profiles, computer software, music, audio files or other sounds, photographs, videos or other images that you upload to and/or process using the Services.
c. Scope of Use. The Services are licensed, not sold, on a per-seat basis. The number of Licensed Developers accessing and using the Services must correspond to the maximum number of license seats you have purchased from Progress as specified in the Order. If you have purchased a Paid License, you may also embed copies of portions of the Software in your UI Library and permit your Authorized Kendo Developers to use such UI Library solely in accordance with the requirements set forth in subsection d. below.
d. UI Library License Grant. If You have purchased a Paid License, subject to the terms of this Agreement, you are granted a limited, nontransferable, royalty-free license to allow your Authorized Kendo Developers to use the Software: (i) in object code form only; (ii) as embedded within your UI Library; and (iii) subject to the terms and conditions of the license under which such Authorized Kendo Developers utilize the Kendo Products (a “Kendo License”). For the avoidance of doubt, the UI Library shall be considered a Kendo Product and its use shall be subject to the terms of the applicable Kendo License. In no event are You allowed to distribute the Software or sublicense its use (a) in any format other than in object form, (b) as a standalone product, or (c) as a part of any product or project other than your UI Library. You hereby acknowledge and agree that you are solely responsible for your Authorized Kendo Developers use of the Software in accordance with the terms, conditions and limitations of this Agreement and the applicable Kendo License and are liable for any breach of such terms, conditions and/or limitations by your Authorized Kendo Developers.
e. Trial License License Grant . If you have obtained a Trial License, then, subject to the terms and conditions set forth in this Agreement, Progress hereby grants you a license for evaluation purposes only. You may allow your Licensed Developers to access and use the Services, including the Software, for the sole purpose of testing its functionality. You/your Licensed Developers may integrate the Software into a UI Library for the sole purpose of testing the Software’s functionality but the UI Library may not be used for any commercial or productive purpose and must be destroyed upon the expiration or termination of the Trial License. The term of the Trial License shall be as set forth in the Order, during which, you will receive support, as described in further detail below.
f. Source Code. Progress may make the source code for certain Software available to you hereunder. Any Software source code that is provided to you by us hereunder, is provided so that your Licensed Developers can create modifications under the terms of this Agreement and subject to the following conditions:
i. While we do not claim any ownership rights in Your Content, any modifications your Licensed Developers develop to the Software source code will be our exclusive property, and you agree to and hereby do assign all right, title and interest in and to such modifications and all rights associated therewith to us.
ii. You will be entitled to use modifications of the Software’s source code developed by your Licensed Developers under the terms of this Agreement and we grant you a license to use such modifications pursuant to the Paid License grant set out above.
iii. You acknowledge that the Software’s source code is confidential and contains our valuable and proprietary trade secrets. Except as otherwise expressly provided in this Agreement, under no circumstances may any portion of the Software’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.
iv. We DO NOT provide technical support for any source code that has been modified by any party other than us.
v. The Software’s source code is provided “as is”, without warranty of any kind. Refunds are not available for any licenses that include a right to receive source code.
3. Representations and Warranties. You represent and warrant that:
a. you have, will obtain, and will maintain all necessary rights to your Content, and any other data, software programs or services you use in connection with the Services;
b. your use of such Content, and any other data, software programs or services used in connection with the Services does not infringe the intellectual property or other proprietary rights, or privacy rights of any third party;
c. you will not access or use the Services in a manner that violates the rights of any third party or which purports to subject Progress to any other obligations;
d. you will access and use the Services in a manner which complies with all laws and regulations;
e. you will comply with the terms and conditions of the Acceptable Use Policy (“AUP”) located at https://www.progress.com/legal/aup ; and
f. you will not transmit any worms or viruses or any code of a destructive nature to, from, or through the Services.
4. Additional Use Restrictions. You may not (and you may not permit anyone else to):
a. Remove, modify, or tamper with any regulatory or legal notice or link that is incorporated into the Services;
b. copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law;
c. redistribute the Software except as expressly permitted subject to the restrictions set forth in Section 2.d. (above);
d. modify, adapt or hack the Service;
e. reproduce, duplicate, copy, sell, resell or exploit any portion of the Service;
f. use the Service, or access the Service in a manner other than as expressly permitted herein without the express written permission by Progress;
g. assign (or grant a sub-license of) your rights to use the Services, including the Software, grant a security interest in or over your rights to use the Services, including the Software, or otherwise transfer any part of your rights to use the Services, including the Software;
h. access or use the Services:
i. in any way prohibited by any law, regulation or governmental order or decree or that violates others’ legal rights;
ii. in any way that could harm the Services or impair anyone else’s use of the Services;
iii. to try to gain or provide unauthorized access to the Service, Content, account or network by any means;
iv. to send “spam” (i.e., unsolicited bulk or commercial messages) or otherwise make available any offering designed to violate these terms (e.g., denial of service attacks, etc.).
v. for the purpose of bringing an intellectual property infringement claim against Progress or for the purpose of creating a product or service competitive with the Services.
5. Proprietary Rights; Reservation of Rights; No Other License.
a. Licenses granted under this Agreement do not constitute a sale of software. Progress owns and shall at all times retain exclusive title and ownership of the Services, including the Software. No rights are granted other than those explicitly set forth in this Agreement. You acknowledge and agree that Progress (or Progress’ licensors) own(s) all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Progress reserves all rights not expressly granted in this Agreement. No additional rights (including implied licenses, rights or covenants) are granted by implication, estoppel or otherwise. Except as expressly set forth herein, this Agreement does not provide Customer with any license or rights to use any data, software programs or services, or to any related or enabling technologies that may be necessary to use such data, software programs or services. Any open source software that may be delivered, linked, or hosted by Progress embedded in or in association with the Services is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license. Any license or other terms associated with any data, software programs or services that access or use the Services do not apply to or bind Progress. Customer has no right of ownership or of control over the Services.
b. All title and ownership rights in and to other intellectual property that may be included in the Services (including but not limited to any images, photographs, animations, video, audio, music, and text embedded in the Services), and any trademarks or service marks of Progress that are used in connection with the Services are and shall at all times remain exclusively owned by Progress and its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content.
6. License to Progress. You license to Progress (and its affiliates and necessary sublicensees), all intellectual property or other rights required to allow Progress to use or process Content or other information through the Services. Progress may only use such rights, Content and information to provide, operate, and improve the Services or support Services (if any). Other than as necessary to provide the Services, Progress has no right of ownership or control over Customer’s Content or other information provided by Customer in connection with the use of the Services. Customer is solely responsible for protecting rights Customer has, or may have, in Customer’s Content or information.
7. Customer’s Content.
a. Storage of Content. The Services may allow you to store, process, access, and query Content. You agree that you are solely responsible for (and that Progress has no responsibility to you or to any third party for) any Content that you upload, create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Progress may suffer) by doing so. You further acknowledge that you upload Content at your own risk. Progress may update the Services, which may result in the deletion of Your Content. The Services may experience interruptions and extended downtime during which Content may not be accessed or may be lost entirely. You should not to rely in any way on the correct functioning or performance of the Services.
b. Content Removal. Progress does not pre-screen Content, but Progress and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via or stored in the Services. Progress may, but has no obligation to, remove Content that it determines in its sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property rights or these Terms of Service.
c. Transmission of Content. You understand that the technical processing and transmission of the Services, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that Progress uses third party vendors and hosting partners to provide the necessary infrastructure, hardware, software, networking, storage, and related technology required to run the Service. This means that if you choose to use the Services, your Content will be stored on and accessed through one or more such third-party services.
d. Deletion of Content. Progress will have the right to delete your Content at any time during the term of the Services or thereafter. Customer may backup the Content to Customer’s own or a third-party system, but otherwise Progress has no obligation to hold, export, or return any Content. Progress has no liability for the deletion of Customer’s Content during the transfer of Content or at any time thereafter.
8. Your Account.
a. Account Set Up. You may access or use the Services only after you have:
i. accepted these Terms of Service;
ii. been assigned a Progress account username and have created a password (where applicable) for each Licensed Developer using the Services.
b. Customer Credentials.
i. Your Progress account username and password and any other credentials Progress provides are the Services subscription credentials needed to access or use the Services. These subscription credentials are confidential and may only be used by one person – the sharing of Services subscription credentials by multiple people is not permitted. You are solely responsible for all activity under your Services subscription. All individuals using the Services under your Services subscription must comply with this Agreement. Progress will not be liable for any loss resulting from an unauthorized person using your Progress account username, password or any other assigned credentials.
ii. Your credentials are confidential and distribution by you will jeopardize the security of your Content.
c. Fair Usage. Progress may limit or terminate Your access to any or all of the Services if your use of the Services is determined by Progress, in its sole discretion, to be excessive, including but not limited to use with respect to: upload, download, or processing bandwidth, and/or Content storage.
9. Support
a. For the period that your subscription license to use the Services hereunder remains active, you will be entitled to receive support as described in further detail at https://docs.telerik.com/unite-ux. A single support incident may involve several e-mails and offline work. You agree to provide us with detailed information about the issue encountered and cooperate with our requests for additional information as we attempt to resolve the issue. We may apply a Fair Usage Policy that allows us to limit or terminate your access to any or all of the support services if your use of the support services is determined by us, in our sole and reasonable discretion, to be excessive.
b. We will make reasonable efforts to assist you with your support issues, however Progress shall be under no obligation to make any tests, revisions, or repairs to the Services, to maintain the Services at any Customer-desired level of performance, to keep the Services in operating condition, or to market or license the Services.
c. The Services may be periodically inaccessible for reasons including maintenance updates, power outages, system failures, extended downtime and other interruptions. During such periods, you may be unable to access or use all or a portion of the Services and some or all of your Content may be deleted. If Progress determines that an outage or interruption may cause risk to the Services, Progress may suspend the Services.
10. Security. Progress may, but shall have not obligation to, apply security technologies and procedures to help protect against unauthorized access or use of the Services. Progress does not guarantee the success of such technologies and procedures. Customer is solely responsible for the security, protection and backup of its Content, and any other Content, software or Services Customer uses in connection with the Services.
11. Privacy.
a. Information Use and Disclosure by Progress. By using the Services, you consent to the following and agree that, with respect to these Services, Progress may access, collect, use, and/or disclose information about you, your account, your operating environment (including, but not limited to, information about the hardware and software utilized by you in connection with the Services), your Content, and/or the content of your, or your users’, communications in order to:
1. provide, operate, support, and improve the Services;
2. identify trends and bugs, collect activation information, usage statistics and track other data related to your use of the Services as further described in the most current version of the Privacy Policy (as defined below).
3. comply with the law or respond to lawful requests or legal process; or
4. protect the rights or property of Progress or our customers, including the enforcement of Progress’ agreements or policies governing the use of the Services.
b. Personal data collected or otherwise processed by Progress in the delivery and/or performance of the Services may be transferred to, and stored and processed in, the United States or any other country in which Progress or its affiliates or service providers maintain facilities.
c. For more information on the privacy practices of the Services, read the privacy policy at https://www.progress.com/legal/privacy-policy (the “Privacy Policy”).
d. Acknowledgments and Consent by Customer. If Customer collects, stores, or processes personal information when using these Services, Customer agrees to comply with all privacy and data protection laws, taking into account the nature and origin of the information to be processed, as well as the features and limitations of the Services as described in this Agreement or as otherwise provided to Customer.
12. Notices. Except as otherwise expressly provided herein, Progress may provide Customer with notices in any manner Progress chooses, including by email or posting any such notices on a Progress portal or website for the Services. Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. Notices provided via posting on a Progress portal or web site will be deemed given on the date they are posted. Notices to Progress shall be provided to uniteux@progress.com.
13. Indemnification. Customer will indemnify, pay the defense costs of, and hold Progress, its affiliates, and its or their successors, officers, directors and employees harmless from and against any and all claims, demands, costs, liabilities, judgments, losses, expenses and damages (including attorneys' fees) arising out of, in connection with, or related to:
a. Customer’s use of the Services, breach of this Agreement, and/or violation of any applicable law or regulation; or
b. any Content, data, software programs or services that Customer uses in connection with the Services or any feedback that Customer licenses to Progress, including without limitation any claim that such Content, data, software program, services or feedback, or any part thereof, infringes, misappropriates, or otherwise violates any copyright, patent, trade secret, trademark, or other legal right of any third party.
14. Disclaimer of Warranty. You understand that the Services have NOT BEEN TESTED AND MAY CONTAIN DEFECTS and that PROGRESS AND PROGRESS’ LICENSORS MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE USE, PERFORMANCE, OPERATION OR SUPPORT OF THE SERVICES. YOU SHALL HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACK-UP OF ANY CONTENT USED IN CONNECTION WITH THE TESTING OF THE SERVICES. PROGRESS PROVIDES THE SERVICES AND SUPPORT SERVICES (IF ANY) "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." CUSTOMER BEARS THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AVAILABILITY OF DATA FROM THE SERVICES, AND EFFORT. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, PROGRESS DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (A) REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT; (B) REPRESENTATIONS OR WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (C) REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OR USE OF THE SERVICES WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE, OR THAT YOUR USE OF THE SERVICES WILL BE RELIABLE AND ACCURATE, INCLUDING WITHOUT LIMITATION STORING, READING, UPDATING OR DELETING YOUR CONTENT. NO ORAL OR WRITTEN STATEMENT MADE TO YOU IN THE CONTEXT OF PROVIDING THE SERVICES OR SUPPORT SERVICES (IF ANY) SHALL CREATE ANY WARRANTY THAT HAS BEEN EXPRESSLY DISCLAIMED IN THIS AGREEMENT.
15. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROGRESS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. IN ANY CASE, PROGRESS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF: (a) THE FEES PAID TO US BY YOU FOR THE SERVICES; AND, (b) $25, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
PROGRESS SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS IN THE SERVICES, INCLUDING WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS INCLUDING THOSE THAT AFFECT THE RECEIPT, ACCEPTANCE, PROCESSING, COMPLETION OR SETTLEMENT OF YOUR SYSTEMS.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential or other damages.
16. Suspension of Service. Progress may suspend or cancel your use of and access to all or any part of the Services at any time, for any reason and in its sole discretion.
17. Use of Third-Party Services and Links to Third Party Sites. You understand that Progress uses third party vendors and hosting partners to provide the necessary infrastructure, hardware, software, networking, storage, and related technology required to run the Service. Progress is not responsible for the services provided by such third-party vendors. The Services may also include links to third party sites. Progress does not control such sites and is not responsible for the content of any linked site, any links contained in a linked site, or any changes or updates to such sites. Progress is not responsible for any form of transmission received from any linked site. You acknowledge and agree that Progress is not liable for any loss or damage which may be incurred by you as a result of the availability of third-party vendor resources or external sites.
18. Third Party Clearances.
As part of the Services including the Software, you may also be provided or granted access to certain, original or modified third-party components which are subject to additional restrictions. These components, if any, are identified in, and subject to, special license terms and conditions set forth in either the “readme.txt” file or the “notices.txt” file accompanying the downloaded Software or posted in connection with hosted Software (“Special Notices”). The Special Notices include important licensing and warranty information and disclaimers. In the event of conflict between the Special Notices and this Agreement, the Special Notices will take precedence (but solely with respect to the third-party component(s) to which the Special Notice relates). Unless otherwise expressly stated in the Special Notices for any particular third-party component, all third-party components included in or accompanying the Software may be used solely in connection with the operation of the Software subject to and in accordance with the terms and conditions of this Agreement.
19. Modifying the Terms; Additional Terms. Progress may modify this Agreement at any time by (a) posting the most current version of the Agreement on Progress’ website and (b) notifying you by email of the posting of the modified Agreement. If you do not agree to any modifications, you must immediately stop using the Services. Your continued use of the Services following any modification to the Agreement constitutes acceptance of the modified Agreement. This Agreement incorporates by reference any additional terms or conditions applicable to particular aspects of the Services.
20. Term and Termination . Your license to use the Services shall last until the earlier of: the expiration of the subscription license period specified in the Order; and, the termination of this Agreement pursuant to either of items (i) or (ii) (below) of this Section 20. Progress may suspend, cancel or discontinue the Services at any time for any reason. This Agreement shall terminate immediately (i) on the date Progress cancels or discontinues the Services, or (ii) if you breach or otherwise violate the Terms of Service. Upon expiration, cancellation, suspension or termination, your right to use the Services stops immediately and you must immediately remove all Content and applications from the Services and cease use of the Services. You must also destroy all copies of any downloaded Software along with any product documentation and any product or company logos provided by Progress in connection with this Agreement. You are solely responsible for backing up your Content. You may stop using and accessing the Services at any time without further obligation, whether or not you delete or extract your Content. In the event of a termination pursuant to item (i) (above), you shall be entitled to request a refund of any fees that you have paid for the unused portion of the license period. Notwithstanding the foregoing, except in the event of a termination of this Agreement pursuant to item (ii) (above), your Authorized Kendo Developers may continue to use the UI Library following the expiration of your subscription license to the Services and/or termination of this Agreement, for the duration of, and subject to the terms and conditions of, the applicable Kendo License.
21. No Waiver. Any delay or failure by Progress to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.
22. Choice of Law and Location for Resolving Disputes. The laws of the Commonwealth of Massachusetts, USA, govern the interpretation of this Agreement, regardless of conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Boston, Massachusetts, USA, for all disputes arising out of or relating to this Agreement. This Agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.
23. Interpreting the Agreement. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement, including any other policies or terms incorporated by reference, is the entire agreement between the parties regarding the Services. It supersedes any prior agreements or statements (whether oral or written) regarding the Services (including, but not limited to, any click-through terms accepted by you upon previously accessing the Services), and is separate and independent from any other agreement(s) that may exist between the parties.
24. Assignment. We may assign this Agreement, in whole or in part, at any time without notice. You may not assign this Agreement, or any part of it, to any other third party. Any attempt by you to do so is void. You may not transfer to a third party, either temporarily or permanently, any rights to use the Services or any part of them.
25. Survival. Any provisions of this Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, feedback obligations, limitations of liability and/or indemnity terms, and any terms that expressly state that they shall survive termination or expiration, shall survive termination of this Agreement.