Last updated on: April 10, 2022
Acceptance of the Terms
Please read carefully before accepting these Terms by either executing an Order, accessing and/or using the Luna Control, and/or by receiving any of the Services. Upon accepting these Terms and subject to Your continued compliance with these Terms, You shall be entitled to certain rights as described herein.
If You are entering into these terms on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to the terms and conditions of these terms, to use the services on behalf of such entity and, in such event, “You”, “Your”, and/or “Client” as used in these terms shall refer to such entity.
You may not access the Luna Control if (i) You do not have the abovementioned authority, and/or (ii) You do not agree to be abide by all the terms and conditions in these Terms, and/or (iii) You are a direct competitor of Luna, as shall be determined at our sole and absolute discretion, unless You received our prior written consent, and/or (iv) You accept these Terms for the sole purpose of analyzing and/or testing the Services’ availability, performance or functionality, or for any other competitive purposes, and/or (v) You are located and/or work in a black-listed country as established by OFAC, or considered a Specially Designated National (“SDN”) by OFAC. By using the Services, You represent and warrant that You are at least 18 years old.
Use of the Services
During the Access Term, and solely for Your internal business use, Luna grants You a non-exclusive, non-transferable, non-assignable, personal right to use the Luna Control under a Software-as-a-Service model and the additional Services specified in the applicable Order. With respect to the documentation, You may make a reasonable number of copies of the documentation applicable to the Services solely as reasonably needed for Your internal business use in accordance with the rights specified herein. All other rights and interests in and to the Services (and any derivatives thereto) are expressly reserved, owned by, and remain vested in Luna and its affiliates and/or third party vendors, and except for the limited usage rights granted hereunder, You shall not assert any right, title, or interest in or to the Services, or any portion thereof. Without limiting the foregoing, You understand, acknowledge and agree that You may not provide access to the Services or use the Services on behalf of any other party, including, without limitation, in the nature of a service bureau or application services provider.
In Your use of the Services, You represent and warrant that You will comply with and all applicable laws, regulations, regulatory policies, guidelines or industry codes (including responsibility for obtaining all licenses, clearances and consents) which apply to Your use of the Services and performance under these Terms (“Applicable Law”).
You may use the Services solely for the purpose of enhancing Your internal business marketing campaigns. You acknowledge that, to the extent permitted by Applicable Law, we are merely a provider of access to the Luna Control and accept no responsibility for Your use thereof or compliance with Applicable Law.
You hereby authorize and agree that in order to enable the Services, we will communicate and integrate with third party platforms on which you wish to distribute your marketing assets. You hereby further agree and confirm that such communication and integration are allowed by these third party platforms and in compliance with their policies and guidelines. Luna reserves the right, without liability to You, to terminate these Terms or disable Your access to the Services if You fail to comply with Applicable Law or breach of the applicable policies and guidelines.
You will use all reasonable endeavors to prevent any unauthorized access to or use of the Services and, in the event of any such unauthorized access or use, promptly notify Luna.
- In consideration for the rights granted to You under these Terms, You shall pay Luna the amounts set forth on the applicable Order(s) (“Fees”). Unless otherwise agreed between the Parties in writing, the Fees are stated and payable in US Dollars, the payments shall be made on a prepayment basis, and the start date of the billing period shall be the Effective Date.
- All Fees are non-cancellable and non-refundable. All overcharges or billing disputes must be reported within 30 days of date of invoice and failure to do so will be deemed as an acceptance of invoice. We may immediately, and at our sole discretion, suspend Your account if You fail to pay for the Services provided.
- All Fees are exclusive of VAT, sales tax, digital service tax or other indirect taxes which shall be added to the applicable invoice(s) at the appropriate rate as required by Applicable Law. You agree to make all payments under each Order and these Terms without set-off or counterclaim and free and clear of any withholding or deduction (save as required by law) for any present or future taxes, levies, imposts, duties, or other charges. If You are obliged by law to make any such withholding or deduction, You will pay to Luna in the same manner and at the same time additional amounts to ensure that Luna receives a net amount equal to the full amount which Luna would have received if no such deduction or withholding had been required. It is hereby clarified and agreed that You shall bear all costs (including, without limitation, any collection costs, bank fees, and/or legal fees) related to or resulted from any overdue amount(s).
- The Client is liable for any due payments until actually received by Luna. Upon any termination or expiration of the Agreement, You will pay without delay, all fees and costs accruing before the termination or expiration date, and any other amounts You owe us under the Order(s).
You retain all ownership and rights (including intellectual property rights) in and to any and all content supplied, input or uploaded by, or provided under license to, You or on Your behalf through use of the Services, or collected or generated by the Services on behalf of You, including any Personal Data (as defined under applicable data protection and privacy laws and regulations) (collectively, the “Client Data”). You hereby grant Luna the right to use such data (i) in order to provide the Service to You and (ii) in an aggregated and anonymized form for our business purposes.
You understand, acknowledge, and agree that Luna and/or its licensors (if applicable) own all intellectual property rights in Luna’s technology, techniques, methods, systems, know-how, technical information, confidential information, and other intellectual property rights provided to You as part of the Services. Except as expressly stated herein, these Terms do not grant You or Your authorized users any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade-marks (whether registered or unregistered), or any other rights or licenses in respect of the Services or other intellectual property of Luna. The rights provided under these Terms are granted to You alone, and shall not be considered granted to affiliate of Yours, unless expressly authorized in writing by Luna.
In the event that You provide to Luna any feedback regarding the Services, You hereby grant Luna and its licensors a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right to freely use, sell, modify, reproduce, transmit, license, sublicense (through multiple tiers of sublicensees), distribute (through multiple tiers of distributors), and otherwise commercialize such feedback in connection with the Services or related technologies.
- You shall be solely responsible for the actions made through your account and/or by Your authorized users while using the Services and the content of transmissions made through Your account, including, without limitation, with respect to Client Data and/or any resulting charges.
- All Fees are non-cancellable and non-refundable. All overcharges or billing disputes must be reported within 30 days of date of invoice and failure to do so will be deemed as an acceptance of invoice. We may immediately, and at our sole discretion, suspend Your account if You fail to pay for the Services provided.
- In connection with these Terms and the use of Luna Control, You may not, and You represent and warrant that You will not, whether by Yourself or anyone on Your behalf (i) use the Luna Control or the Services for any illegal or unlawful purposes and/or introduce any offensive, defamatory, illegal, infringing and/or obscene material via the Luna Control; (ii) frame, mirror, republish, download, display, transmit, distribute, modify, alter, create derivative works from, reverse engineer, decompile, or disassemble any part of the Services, nor attempt in any other manner to obtain the source code or otherwise reduce to human-perceivable form any part of the Services; (iii) remove any proprietary notices, labels, or marks on or in any part of the Services, including without limitation any trademark or copyright notices; (iv) disclose the results of testing or benchmarking of the Services to any third party, or access or use the Services or any part thereof in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Luna’s and/or its affiliates; (v) use the Services to provide services to third parties; (vi) disseminate, distribute, disclose, or copy any documentation which accompanies the Services; (vii) sublicense, rent, or lease any portion of the Services; (viii) host, outsource, display, or commercially exploit the Services, or use the Services as part of a facility management, timesharing, service provider, or service bureau arrangement; (ix) use the Services in any manner not expressly authorized by these Terms; (x) attempt to obtain, or assist third parties in obtaining, unauthorized access to the Services and/or documentation; (xi) take any actions which (a) would disable the Services or impair in any way its operation based on the elapsing of a period of time, the exceeding of an authorized number of copies, or the advancement to a particular date or other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices); or (b) would prevent Luna to access the Services for the purposes of its operations; (xii) infringe or violate any third party right or any of Luna’s rights; (xiii) use the materials provided by Luna outside the Luna Control without our prior written consent; (xiv) upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services; (xv) interfere or disrupt networks connected to the Services; (xvi) post, promote or transmit through the Services any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information or content of any kind or nature; (xvii) transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (xviii) interfere with any third party’s use of the Services; (xx) engage in contests, chain letters or post or transmit “junk mail”, “spam”, “chain letters”, or unsolicited mass distribution of email through or in any way using the Services; (xxi) fail to comply with all regulations, policies and procedures of networks through which You connect to, or uses in connection with the Services; and (xxi) include any end user level data or other Personal Data in the Client Data. You will provide any required notifications to data subjects, and obtain all rights and requisite consents from data subjects in accordance with all applicable data privacy and other laws in relation to the collection, use, disclosure, creation and processing of Personal Data, and in connection with the applicable Order and the use of the Services. You shall be solely responsible for any information or data provided or made available to Luna, beyond the scope permitted hereunder.
- In addition, You represent that during the Term, You shall (i) be and remain exclusively responsible for any and all content, data and, information provided to Luna for the purpose of performing the Services, and that all such content, data and information has been and shall be legally obtained, does not and will not infringe any third party rights, and is not defamatory, obscene, abusive, invasive of privacy or illegal, (ii) allow Luna, its agents, subcontractors, and third-party service providers, to access, use, transfer, display, reproduce, and modify Your ad content, data and information for the sole purpose of providing the Services, (iii) obtain and maintain any necessary rights to allow the use of Your ad content, data and information as contemplated hereunder, and all necessary licenses, consents, and permissions necessary for Luna, its contractors and agents to perform their obligations under these Terms (iv) carry out all other responsibilities set out in these Terms in a timely and efficient manner, (v) ensure that Your environment (including servers, network, and/or systems) on which the Luna Control operated comply with the relevant specifications provided by Luna from time to time, and (vi) be solely responsible for any problem, malfunction, or lack of performance in the Service resulting from Your environment (including servers, network, and/or systems).
Third Party Providers
You acknowledge that the Services will enable or assist You to access the content of, correspond with, manage Your advertising, and purchase services from certain third parties via third-party websites and/or platforms, and You do so solely at Your own risk. Luna makes no representation, warranty, or commitment and shall have no liability or obligation whatsoever in relation to the content, use, transaction, correspondence with, any such third-party, and any contract entered into by You with any such third party. Luna recommends that You refer to the applicable third party legal documentation before using its services.
- By virtue of the Terms or provision of the Services, a Party may have access to Confidential Information of the other Party. We each agree to disclose only Confidential Information that is required for the performance of obligations under the Terms. “Confidential information” shall mean any non-public, proprietary, confidential and/or trade secret information of a Party hereof, whether furnished before or after the Effective Date, and regardless of the manner in which it is furnished, and which given the totality of the circumstances, a reasonable person or entity should have reason to believe is non-public, proprietary, confidential, or competitively sensitive, and shall include, without limitation, the terms and pricing under the Terms, the documentation accompanying the Services, and information relating to the technology and code contained in the Services.
- Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party without reliance on, use of ,or reference to the Confidential Information.
- We each agree to hold each other’s Confidential Information in confidence for a period of five (5) years from the later of the date of disclosure or the Effective Date. In addition, each Party agrees to disclose Confidential Information only to those employees or representatives who has a “need to know” in order in order for such Party to be able to perform under these Terms, and will take all reasonable steps to ensure that the other Party’s Confidential Information to which it has access is not disclosed or distributed by its representatives in violation of these Terms or used for any purpose other than the performance of its obligations hereunder. Each Party shall immediately, upon become aware of any breach of confidentiality of the other’s Confidential Information, notify the disclosing Party of such breach and co-operate with the disclosing Party to help regain control of the Confidential Information if it is lost, and prevent further unauthorized use or disclosure. Neither Party shall be responsible for any loss, destruction, alteration, or disclosure of Confidential Information caused by any third party without the participation and/or knowledge of a Party hereto. Nothing shall prevent either Party from disclosing Confidential Information in any legal proceeding arising from or in connection with the Terms or from disclosing the Confidential Information to a governmental entity as required by law, provided that (to the extent permitted by Applicable Law) the receiving Party shall provide the disclosing party with prompt written notice of such request, and will disclose only that portion of the Confidential Information that is legally required to be disclosed.
- You agree that we may publicly refer to You as our client and display Your logo.
- Client acknowledges that the parent company of Luna, ironSource Ltd., is a publicly traded company listed on the New York Stock Exchange and understands that certain Confidential Information of Luna may be considered “insider information” or information of a price-sensitive nature, and that the provisions of insider trading activities arising under the Applicable Law may apply to the Client and its Employees. Consequently, the Client agrees that either it nor any of its employees or representatives will, directly or indirectly, use Confidential Information in any manner that may or will result in a breach of any Applicable Law.
Representations and Warranties; Disclaimer
- You warrant, represent, and undertake that You (i) have all necessary right, power, and authority to enter into these Terms and perform the acts required hereunder; (ii) or anyone on Your behalf will not do, or omit to do, anything which disparages, defames, or puts into disrepute Luna, its intellectual property, goodwill and/or the Services; (iv) are not located and/or work in a black-listed country as established by OFAC or considered a SDN by OFAC.
- Luna warrants and represents that (i) the Luna Control shall not infringe intellectual property rights (save that we shall have no liability in respect of content to the extent that such content is a reproduction or adaptation of content supplied by You), and (ii) the Services will substantially conform to the documentation. This warranty shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Luna’s instructions, or modification or alteration of the Services by any party other than Luna or Luna’s duly authorized contractors or agents. If the Services do not substantially conform to the documentation, Luna will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the warranty set out above.
- We will use reasonable endeavors to maintain the Luna Control free of viruses, but we do not warrant or represent that no viruses or other contaminating or destructive materials or elements will be transmitted to You or that Your computer system will not be damaged or that defects will be corrected. Accordingly, we recommend that You have Your own local anti-virus, anti-spam and anti-spyware programs, of good quality and kept up to date. You are therefore advised to implement and operate Your own commercially reasonable and up-do-date virus prevention precautions and measures when accessing the Luna Control.
- You acknowledge, understand, and agree that the Services (including the Luna Control) are provided on an “as is” and “as available” basis, without any other warranties of any kind, expressed or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, or reliability. Without derogating from the generality of the foregoing, You acknowledge that Luna does not guarantee that the Services will be secure, accurate, complete, uninterrupted, or free of any program limitations or errors, or that the Services and/or any feature available therein (whether or not configurable by You) and/or any information obtained by You through the use of the Services will meet and/or perform in accordance Your requirements, specifications, expectations, configurations and/or goals, or that Luna will correct any or all errors, deficiencies and/or non-performances related thereto. In addition, You acknowledge that Luna does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Luna is not and will not be liable for any such errors, delays, delivery failures, or other damage resulting from such problems.
- Without derogating from any of the foregoing, You acknowledge and agree that in the event that the Services does not perform as required, specified, expected and/or desirable by You, Your only recourse is to stop using the Services and terminate the engagement with Luna in accordance with these Terms and Luna shall not be liable to You or to any third party with respect thereto. You further acknowledge, represent, and agree that Your continued use of the Services following any non-performance, will constitute Your acceptance of, and agreement to continue to experience, such Services performance.
The provisions of this disclaimer of warranty shall also apply to any new “beta” features or tools we may offer from time to time with which our clients may experiment on the Services. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Luna’s sole discretion.
Limitation of Liability
Under no circumstances will either party, its officers, directors, employees or agents, be liable to the other party or any other person or entity, for indirect, special, incidental or consequential damages, including, without limitation, lost of profits or revenues, or loss resulting from business interruption or loss of data or information, arising out of or in connection with these Terms or with respect to Your ability or inability to use the Luna Control under any theory of liability, including without limitation, to contract or tort (including products liability, strict liability and negligence), whether or not such party should have reasonably foreseen or should have been aware or advised of the possibility of such damages and even if a party has been advised of the possibility or likelihood of such damages. Neither party will be liable to the other party for any delay, loss or damage attributable to any service, Services or action of any person other than its own and its employees. In no event will Luna’s aggregate liability for any and all claims, losses or damages arising out of or relating to these Terms or any Services (whether in contract, equity, negligence, tort or otherwise) exceed the aggregate fees paid by You to Luna under these terms during the twelve (12) month period immediately preceding the date upon which the applicable cause of action arises. The limitation of liability contained in this Section shall not apply to cases of fraud, gross negligence, or willful misconduct. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NO ACTION OR CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THESE TERMS MAY BE BROUGHT BY YOU AND/OR ON YOUR BEHALF MORE THAN TWELVE (12) MONTHS AFTER THE TERMINATION OR EXPIRATION OF THE RELEVANT ORDER.
Luna’s Indemnification. If a third party brings an action, suit or proceeding alleging that against You resulting from Your authorized use of the Services in accordance with these Terms, and such claim alleges that the software used by Luna to provide or perform the Services infringes such third party’s intellectual property rights, Luna, at its sole cost and expense, will defend You against the claim and indemnify You from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Luna, provided You do the following: (i) notify Luna promptly in writing, not later than 30 days after You receive notice of the claim (or sooner if required by Applicable Law), (ii) give Luna sole control of the defense and any settlement negotiations; and (iii) give Luna the information, authority, and assistance Luna needs to defend against or settle the claim.
If Luna believes or it is determined by a court of competent jurisdiction that the Services have violated a third party’s intellectual property rights, Luna may choose to either modify the Services to be non-infringing (while substantially preserving their utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Luna may terminate these Terms and refund any unused, prepaid fees You may have paid for the Services. Notwithstanding anything to the contrary contained hereunder, Luna will not indemnify or defend You if You altered the Services or used them outside the scope of use identified in the Terms, or if You used a version of the Software which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Software which was provided to You. In addition, Luna will not defend or indemnify You to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by Luna, or (ii) any materials from a third party portal or other external source that is accessible to You within or from the Services (e.g., a third party Web page accessed via a hyperlink) (iii) the combination of the Services with any products or services not provided by Luna (iv)a patent that You were made aware of prior to the Effective Date (pursuant to a claim, demand, or notice), or (v) Your actions prior to or following the Effective Date. This section provides Your exclusive remedy for any infringement claims or damages.
Your Indemnification. You shall indemnify, defend, and hold Luna (including its officers, employees, agents and affiliates) harmless from and against any claims, damages, losses, and liabilities incurred or arising from Your, Your affiliates or Your employees, breach of the terms and conditions hereof and/or included by references herein and You shall reimburse Luna for all damages, costs, and expenses (including reasonable attorneys’ fees) awarded against Luna pursuant to any such actions.
Term and Termination
- Unless otherwise specified in writing between the Parties, these Terms will come into effect on the effective date agreed in the applicable Order (the “Effective Date”) and shall remain in effect for the longest of the License Period (as defined in the applicable Order), the period during which You used the Services, or until terminated in accordance with these Terms (the “Term”).
- All rights and licenses granted to You under these Terms shall immediately terminate upon expiration or termination of the Term, and You shall cease all use of the Services, and delete and purge all traces of the Services from Your systems and custody. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced by the termination or expiration of these Terms.
- We may terminate these Terms and suspend access to any part of the Luna Control and/or the Services immediately without notice if: (i) You are in breach of these Terms (including, but not limited to, failure to pay the license fees or any other applicable fees when due); (ii) Your use of the Luna Control has or is likely to have an adverse impact on us, our clients, or any other third party. Suspension in accordance with the foregoing shall not relieve You of any of Your liabilities or obligations under these Terms.
- Without prejudice to any other rights or remedies which the Parties may have, each Party may terminate these Terms immediately, if the other Party: (i) breaches any of its obligations, representations and/or warranties herein contained and does not cure such breach within ten (10) days of receiving written notice thereof, or (ii) becomes insolvent or makes any assignment (whether voluntary or involuntary) for the benefit of creditors or, or has any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. If a Party becomes subject to any of the foregoing events, it will immediately provide the other Party with written notification thereof.
Support and Training
In the event You are receiving access to the Services, during the Term, You will be entitled to receive standard customer support services (“Support Services“) during the following business hours: if You are located in either Israel and Europe during the hours of 9:00 a.m. to 5:00 p.m., Sunday-Thursday, Israel standard time, and if You are located in the United Stated during the hours 10:00 a.m. to 5:00 p.m. Pacific Time Monday-Friday (“Business Hours”) in connection with the Services. You undertake that You will provide Luna with all necessary cooperation and access to information in relation to these Terms as may be required by Luna, in order to render the Support Services, including Client Data, security access information and configuration services. In the event of any delays in Your provision of such assistance as agreed by the parties, Luna may adjust any agreed timetable or delivery schedule as reasonably necessary.
Miscellaneous. Nothing in these Terms shall in any way be construed to constitute You or Luna as an agent, partner, joint-venturer, employee, or representative of the other, and both You and Luna shall remain independent contractors. You may not assign the Terms or give or transfer the Services or an interest in them to another individual or entity without our prior written consent. Each Party intends that these Terms will not benefit, or create any right or cause of action in or on behalf of, any person or entity other than You and Luna. Each Party will be excused for delays in performing or from its failure to perform hereunder (other than payment delays) to the extent that the delays or failures result from causes beyond the reasonable control of such Party; provided that, in order to be excused from delay or failure to perform, such Party must act diligently to remedy the cause of the delay or failure. No waiver by either You or Luna of any breach of these Terms will constitute a waiver of any other breach of the same or other provisions of these Terms, nor will be effective unless made in writing and signed by an authorized representative of the waiving Party. These Terms together with any outstanding Order executed pursuant thereto, constitutes the entire agreement and understanding between You and Luna relating to the subject matter hereof. These Terms supersede all prior written and oral agreements and all other communications between the Parties. If any provision in these Terms is invalid or unenforceable in any circumstance, its application in any other circumstances and the remaining provisions of these Terms will not be affected thereby. In the case of conflicts or inconsistencies between these Terms and any Order hereto, the Order will prevail. Unless designated as replacing a specific outstanding Order, a new Order will be considered to be in addition to then-outstanding Order.
Governing Law and Jurisdiction. These Terms and any Order will be governed by, construed and enforced in accordance with the laws of the State of Israel, without regard to its conflicts of law principles or provisions. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Any disputes arising out of or in connection with these Terms shall be exclusively settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in Israel and shall be conducted in the English Language. The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than 60 days. The arbitration shall be conducted on a confidential basis. The award of the Arbitrator shall be final and binding on the parties. Nothing contained herein shall prevent either party from applying to any court of law in order to obtain temporary injunctions and equitable relief, or any equivalent temporary remedy, against the other Party, in order to restrain the breach of any restrictive covenants pursuant to these Terms. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under these Terms shall be kept confidential to the maximum extent possible.
Compliance with Export Regulations. You have or shall obtain in a timely manner all necessary or appropriate licenses, permits or other authorizations or approvals (if applicable); shall indemnify and hold Luna harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. You shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws (e.g., in the U.S., Israel, the Bureau of Export Administration of the U.S. Department of Commerce).
Notices. Any notice under these Terms must be in writing and must be delivered by hand or sent by recorded delivery to the address specified in the applicable Order, or by email to the email address notified by a party for such purposes or to such other address as may have been notified by a party for such purposes. A notice delivered by hand or by recorded delivery will be deemed to have been received when delivered (or if delivery is not in Business Hours, at 9am on the first business day following delivery). A notice sent by e-mail will be deemed to have been received when sent (or, if dispatch is not in Business Hours, at 9am on the first business day following dispatch), unless the sender receives a response to the effect that the e-mail has not been received or the recipient is not available.
Amendments to the Terms. We may revise and amend these Terms from time to time to reflect certain changes, including but not limited to changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in the options available in relation to the Luna Control and/or the Services, changes in Applicable Law, changes in our capabilities and changes in what we are able to obtain from our affiliates third party licensors, contractors, and other suppliers. Should the amendment be material, we will provide You with notice pertaining to such amendment which may be provided through Your Luna Control account.