Soil Ecosystem Maps
Terms of Use Agreement

Last updated: January 12, 2025

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This Perennial Soil Ecosystem Maps Terms of Use Agreement (“Agreement”) governs your (“you,” “your”, “yours”) access to and use of the proprietary, cloud-based software mapping tool which allows for the viewing, analysis, and export of geospatial soil data. (“Map Tool”) made available by Perennial Climate Inc. DBA Perennial (“Perennial,” “us,” or “we”) on a software-as-a-service basis (“Services”). 

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BY ACCESSING OR USING THE SERVICES OR BY OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT BY CLICKING “I ACCEPT,” OR ANY SIMILAR MECHANISM, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE OR SUBMIT ANY USER CONTENT TO PERENNIAL.

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If you access or use the Services on behalf of a company, principal, or other entity, you represent that you have authority to bind such entity and its affiliates to this Agreement and that it is fully binding on them. In such case, the term “you,” as used in this Agreement, will refer to such entity and its affiliates. If you do not have authority, you may not access or use the Services.

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Notice Regarding Dispute Resolution: This Agreement contains provisions that govern how claims you and Perennial have against each other are resolved (see Section 12 (Limitation of Liability), Section 15 (Dispute Resolution and Arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER), and Section 16 (Choice of Law and Forum) below). It also contains an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the agreement to arbitrate in accordance with Section 15(j). Unless you opt-out: (A) you will only be permitted to pursue claims against Perennial on an individual basis, not as part of any class or representative action or proceeding, and (B) you will be permitted only to seek relief (including without limitation monetary, injunctive, and declaratory relief) on an individual basis.

1. Services. Subject to and conditioned on your strict compliance with the terms and conditions of this Agreement, during the term of this Agreement, (i) Perennial will use commercially reasonable efforts to provide to you with access to and use of the Services; and (ii) Perennial hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited right and license to access and use the Services and any information, content, or data made available therefrom (“Map Data” and together with the Services, the Map Tool, and any content, documents, or any materials downloaded or exported therefrom, the “Perennial Offerings”) solely for your own bona fide, internal, non-commercial use, including for non-commercial research and academic purposes. Subject to the foregoing, all permitted use, copies, distribution, provision, and other exploitation of the Perennial Offerings must include the following attribution: “Imagery Provided Courtesy of Perennial Climate Inc.” The foregoing license will terminate immediately upon your ceasing to be authorized by Perennial to use Perennial Offerings for any or no reason. 

1. Changes; No Support. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Perennial Offerings or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Perennial Offerings, or any part or portion thereof. Nothing in this Agreement shall be construed to obligate Perennial to maintain and support the Perennial Offerings or any part or portion thereof, during the term of this Agreement. This Agreement does not entitle you to any support for the Perennial Offerings.  
2. Use Restrictions. You shall not use the Perennial Offerings for any purposes beyond the scope of the license and access granted in this Agreement, including for any commercial use, as determined by Perennial in its discretion. Without limiting the generality of the foregoing, you shall not at any time, directly or indirectly, and shall not authorize or permit any others to: (i) copy, modify, or create derivative works of the Perennial Offerings in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Perennial Offerings to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or the Map Tool, in whole or in part; (iv) bypass or breach any security device or protection used by the Perennial Offerings or access or use the Perennial Offerings; (v) access or attempt to access Map Data or the Map Tool other than through the Services; (vi) input, upload, transmit or otherwise provide to or through the Services, the Map Tool, or Perennial systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any viruses, malware, or other harmful code; (vii) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, the Map Tool, Perennial systems or Perennial’s provision of services to any third party, in whole or in part; (viii) remove, delete, alter or obscure any trademarks, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Perennial Offering, including any copy, download, or export thereof; (viii) access or use the Perennial Offerings in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Perennial customer), or that violates any applicable law, rule, or regulation (“Applicable Law”); (ix) access or use the Services or the Map Tool for purposes of competitive analysis of the Perennial Offerings, the development, provision or use of a competing software, service, collection, or product or other offering (or to enhance, benchmark or otherwise commercialize or exploit a competing software, product or service) or any other purpose that is to the Perennial’s detriment or commercial disadvantage; or (x) collect, distribute or disclose any part of the Perennial Offerings (or any information or content thereof) in any manner or medium, including without limitation via any automated or non-automated “scraping” or using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc. (and including to collect information from the Services or the Map Tool on a mass basis), or access the Perennial Offerings in a manner that sends more request messages to Perennial than a human can reasonably produce in the same period of time by using a conventional web browser.
3. Third-Party Services. In the course of performing the Services, you may be provided with an opportunity to access, use, or otherwise interact with content, products, materials, technology, or services from third parties (“Third-Party Products and Services”). Perennial is not responsible for any Third-Party Products and Services or for liability related to or arising from the use of any Third-Party Products and Services, including the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party Products and Services or the performance, functionality, or availability thereof or any results from the use thereof. ALL THIRD-PARTY PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND PERENNIAL HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIRD-PARTY PRODUCTS AND SERVICES. 
4. User Content. You expressly grant, and you represent and warrant that you have all rights necessary to grant, to Perennial a royalty-free, fully paid-up, fully sublicensable (through multiple tiers of sublicensees), fully transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, distribute, modify, reproduce, publicly display, publicly perform and create derivative works of all information, data, materials, and content you provide or make available to Perennial or the Perennial Offerings (collectively, “User Content”), and Perennial will be free to use and exploit such User Content without obligation or liability to you, financial or otherwise, for the purposes of (i) providing the Perennial Offerings, (ii) marketing, selling or otherwise providing products and services using the Services, (iii) sharing such information with our advisors and representatives, or (iv) developing, maintaining, supporting or improving the Perennial Offerings or other Perennial technology, products, or services. You agree that all User Content is non-confidential and may be used, collected, stored, shared, or otherwise exploited by us or on our behalf without limitation, to the extent permitted by Applicable Law, including without limitation in order to provide the Services. Perennial aggregates User Content with other data and also collects information and data about your use of the Perennial Offerings. You consent to the practices disclosed in our privacy policy: https://www.perennial.earth/privacy-policy. Without limitation to any of the foregoing, you expressly agree that Perennial may use any aggregated and anonymized data for any purpose during or after the term of this Agreement, including without limitation to develop and improve the Perennial Offerings or otherwise develop and improve Perennial technology, products, and services. You are solely responsible for any User Content that you submit, post, or display on or via the Service. Without limitation to anything else in this Agreement, you represent and warrant that: (a) you own the User Content or otherwise have the right to grant the rights and licenses set forth in this Agreement; (b) the User Content and receipt and use of the User Content does not and will not contravene, violate, misappropriate or infringe the rights of any person, entity or estate, including, without limitation, privacy rights, publicity rights, contractual rights, copyrights, trademarks, trade secrets, patents or other intellectual property rights; and (c) the User Content and your provision thereof does and will comply with Applicable Law.
5. Term; Termination; Suspension. This Agreement is effective from the date you indicate your assent to this Agreement or on which you first access or use any Perennial Offering or submit any User Content to Perennial, whichever is earlier, and shall remain effective until terminated in accordance with its terms. Perennial may immediately terminate or suspend this Agreement, your access to and/or use of the Perennial Offerings, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. Notwithstanding the generality of the foregoing, Perennial may immediately terminate or suspend this Agreement or your access to any portion or all of the Perennial Offerings if: (i) Perennial reasonably determines that (a) there is a threat or attack on any of the Perennial IP (as defined below), (b) your use thereof or access thereto disrupts or poses a security risk to the Perennial IP or to any other customer or vendor of Perennial, (c) your use thereof or access thereto is for misleading, fraudulent or illegal activities, (d) subject to Applicable Law, you cease to continue your business in the ordinary course, make an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (e) Perennial’s provision of the Perennial Offerings to you is prohibited by Applicable Law; or (ii) any vendor of Perennial has suspended or terminated Perennial’s access to or use of any third-party services or products required to enable you to access the Perennial Offerings. Upon termination of this Agreement, your right to access and use the Perennial Offerings shall immediately cease and you shall cease all access to and use of the Perennial Offerings. In the event of termination of this Agreement for any reason Sections 2, 3, 4, 5, 6, and 8–18 shall survive, except that you shall no longer have any right to access or use the Perennial Offerings.
6. No Fees.  You acknowledge and agree that no subscription or license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.  Notwithstanding the foregoing, Perennial reserves the right to start charging for access to and use of Services or the Map Tool at any time.
7. Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to Perennial by mail, email, text, social media, telephone, data upload, or otherwise, suggesting or recommending changes to the Perennial Offerings or any products, services, or other offerings of Perennial, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential and Perennial will be free to use, commercialize and exploit any Feedback without restriction or obligation to you, on account of intellectual property rights or otherwise.
8. Intellectual Property Rights. You acknowledge that the Perennial Offerings are provided under license, and not sold, to you. You do not acquire any ownership interest in the Perennial Offerings or any other intellectual property or offerings provided or made available to you in connection with this Agreement (collectively, “Perennial IP”) under this Agreement, or any other rights other than to use Perennial IP in accordance with the license granted under this Agreement, if any, subject to all terms, conditions, and restrictions herein.  Perennial and its service providers reserve and shall retain all right, title, and interest in and to Perennial IP and all intellectual property rights arising out of or relating thereto, subject to the license expressly granted in this Agreement. You shall safeguard all Perennial IP from infringement, misappropriation, theft, misuse, and unauthorized access.  Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to any Perennial IP. You hereby unconditionally and irrevocably assign to Perennial any right, title, or interest in and to any intellectual property rights that you may now or hereafter have or be deemed to have in or relating to the Perennial IP (including any rights in derivative works or patent improvements relating to any of them), whether held or acquired by operation of law, contract, assignment or otherwise.  
9. Indemnification.  You are responsible and liable for all uses of Perennial IP, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.  Without limiting the foregoing, you shall indemnify, defend, and hold harmless Perennial, its affiliates, and its and their respective officers, directors, managers, shareholders, members, employees, representatives, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, demands, investigations, actions, suits, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (i) your acts or omissions in connection with or relating to this Agreement, including your use or misuse of any Perennial Offering or other Perennial IP; (ii) any Third-Party Products and Services, (iii) your violation of Applicable Law or infringement, violation or misappropriation of any intellectual property right or other right of any person, entity or estate; (iv) any allegation that the User Content, Feedback or receipt or use thereof, infringes, violates or misappropriates any intellectual property right or other right of any person, entity or estate; or (v) your breach of this Agreement.  In the event Perennial seeks indemnification or defense from you under this provision, Perennial will promptly notify you in writing of the claim(s) brought against Perennial for which Perennial seeks indemnification or defense.  Perennial reserves the right, at Perennial’s option and in Perennial’s sole discretion, to assume full control of the defense of claims with legal counsel of Perennial’s choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Perennial or bind Perennial in any manner, without Perennial’s prior written consent.  In the event Perennial assumes control of the defense of such claim, Perennial will not settle any such claim requiring payment from you without your prior written approval (not to be unreasonably withheld, conditioned or delayed).
10. Disclaimer. ALL PERENNIAL OFFERINGS ARE PROVIDED ON AN “AS-IS” BASIS AND PERENNIAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PERENNIAL 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.  PERENNIAL MAKES NO WARRANTY OF ANY KIND THAT ANY PERENNIAL OFFERING OR ANY OTHER PRODUCTS, SERVICES OR RESULTS OF THE USE THEREOF, WILL BE AVAILABLE, MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.  

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT PERENNIAL MAKES NO WARRANTY OF ANY KIND THAT ANY PERFORMANCE PLANNED USING THE PERENNIAL OFFERINGS WILL BE SAFE, ACCURATE, OR COMPLY WITH APPLICABLE LAW.

IN NO EVENT WILL PERENNIAL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO ACCESS OR USE ANY PERENNIAL OFFERING. FURTHER, NEITHER PERENNIAL NOR ITS AFFILIATES, NOR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY OBLIGATION OR LIABILITY FOR, AND PERENNIAL HEREBY EXPRESSLY DISCLAIMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, ANY AND ALL LIABILITY FOR ANY LOSS, DISCLOSURE, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, RECOVERY OF, OR UNAUTHORIZED ACCESS TO, YOUR CONTENT, DATA, DOCUMENTS, FILES, INFORMATION, MATERIALS OR OTHER PROPERTY IN CONNECTION WITH THE USE OF ANY PERENNIAL OFFERING. 

12. Limitation of Liability.   IN NO EVENT WILL PERENNIAL OR ITS AFFILIATES  BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (A) (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (iii) LOSS OF GOODWILL OR REPUTATION, (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (v) COST OF REPLACEMENT GOODS OR SERVICES, OR (B) ANY DAMAGES IN EXCESS OF $10 USD, IN EACH CASE REGARDLESS OF WHETHER THEY WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 
13. Export Regulation. The Perennial Offerings may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Perennial Offerings or make the Perennial Offerings accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You 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), prior to exporting, re-exporting, releasing, or otherwise making the Perennial Offerings available outside the United States of America. 
14. Government Use. If you are a representative of the U.S. Government (or use of the Perennial Offerings will be used on behalf of the U.S. Government), the terms and conditions set forth in this section shall apply.
    
    1. Definition.  For the purposes of this Agreement provision, the term “U.S. Government” shall mean a United States federal executive agency organized under Article II of the United States Constitution, including, without limitation, any sub-agencies, departments, and bureaus thereof.
    2. U.S. Government as Licensee.  The Perennial Offerings and accompanying documentation are each a “commercial product,” and constitute “commercial computer software” and “computer software documentation,” as such terms are defined in 48 C.F.R. § 2.101.  Accordingly, if you represent the U.S. Government, the Perennial Offerings and accompanying documentation are provided for use with only those rights which may be granted to all other licensees pursuant to the terms and conditions of this Agreement, and in accordance with (i) 48 C.F.R. §§ 227.7201 through 227.7204, with respect to the Department of Defense and its contractors, or (ii) 48 C.F.R. § 12.211 and 48 C.F.R. § 12.212, with respect to all other U.S. Government agencies and its contractors.
    3. Conflict with Federal Law.  If you represent the U.S. Government, and the terms of this Agreement fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you shall immediately discontinue use of the Perennial Offerings.
15. Dispute Resolution and Arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER.  
    
    1. Binding Arbitration. You and Perennial both agree that any and all disputes or claims arising out of or relating in any way to Perennial products or services or from any advertising for any such products or services, including any question regarding the existence, validity, or termination of the Agreement as well as any issue regarding the interpretation of this Section 15, will be resolved by binding arbitration before a sole arbitrator (rather than in court), except that you may assert claims in small claims court if your claims qualify and Perennial may pursue a collection action against you in court. This also includes any claims that arose before you accepted the Agreement, regardless of whether prior versions of the Agreement required arbitration. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) and federal arbitration law apply to this arbitration agreement.
    2. Neutral Arbitrator. Arbitration uses a neutral arbitrator instead of a judge and jury. An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of the Agreement as a court would. Arbitration procedures allow for more limited discovery, and court review of an arbitration award is limited. 
    3. Notice. If you have a dispute and elect to seek arbitration or file a claim in small claims court, you must first send to Perennial, by certified mail, a written notice of your claim that (i) describes the nature and basis of the claim or dispute; (ii) sets forth the specific relief sought; and (iii) includes a physical address and email address where you may be reached (“Notice”). The Notice must be addressed to: Perennial Climate Inc., 2560 28th St, Boulder CO, 80301 (“Notice Address”). You may download or copy a form Notice at www.adr.org. If Perennial and you do not reach an agreement to resolve the claim within sixty (60) days after the Notice is received, you or Perennial may commence an arbitration proceeding or file a claim in small claims court.
    4. Initiation of Arbitration. You may download or copy a form to initiate arbitration at www.adr.org. 
    5. Consumer Arbitration Rules. The arbitration will be governed by the AAA’s then current Consumer Arbitration Rules, as modified by the terms of the Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In the event of any conflict between the terms of the Agreement and the AAA Consumer Arbitration Rules, the terms of the Agreement will apply. 
    6. Fees. Each party will bear its own fees in connection with the arbitration, including the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at any arbitration hearing. 
    7. Hearings. If your claim is for US$25,000 or less, you and Perennial agree that you may choose whether the arbitration will be conducted solely on the basis of documents or through a telephonic hearing. You may also request an in-person hearing, which the arbitrator may grant at his or her discretion. If the arbitrator grants an in-person hearing, such hearing will be conducted either at a mutually agreed location or a location determined by the AAA or the arbitrator. In such an in-person hearing, the parties, or any of their witnesses, have the right to participate remotely by way of videoconference or some similar means. If your claim exceeds US$25,000, the right to a hearing will be determined by the arbitrator. All in-person hearings will be held in Boulder, Colorado. 
    8. No Class Action. You and Perennial agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, representative, consolidated, or mass action. Neither you nor Perennial may join or consolidate claims by or against a third party or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. If this provision is found to be unenforceable, then the entirety of this Section 15 shall be null and void.
    9. Confidentiality. Any arbitration will be confidential. Neither you, Perennial, the AAA, nor the arbitrator may disclose the existence, content (including any oral or written submissions), or results of any arbitration, except as may be required by Applicable Law or for purposes of enforcing or challenging of the arbitration award.
    10. Opt-Out. You may opt out of this dispute resolution procedure by providing written notice to Perennial at the Notice Address no later than thirty (30) calendar days from the date of your first use of the Perennial Offerings. Opting out of this dispute resolution procedure will not otherwise affect the coverage or applicability of the Agreement or your ability to use Perennial products or services in any way. 
    11. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with Perennial and this Agreement must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
16. Governing Law. Without limiting Section 15 of this Agreement and your relationship with Perennial, disputes between the parties shall be governed by, and construed and interpreted in accordance with, the Federal Arbitration Act, applicable federal law, and the laws of the State of Colorado without regard to conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to Section 15, the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in Denver, Colorado and you consent to the exclusive jurisdiction of the federal or state courts located in[Denver, Colorado.
17. Modifications.  You acknowledge and agree that Perennial has the right, in Perennial’s sole discretion, to modify this Agreement. Perennial will post a notice on the Service for any material modifications. You will be responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Perennial Offerings will constitute your acceptance of any such changes.
18. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.  Any notices to Perennial must be sent to the Notice Address and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by Perennial.  Notwithstanding the foregoing, you hereby consent to receiving electronic communications from Perennial. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.  Any failure to act by Perennial with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit Perennial’s rights with respect to such breach or any subsequent breaches.  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, such term or provision shall be deemed amended so as to affect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. Breach of this Agreement by you would result in irreparable harm for which monetary damages would not be an adequate remedy and you agree that, in the event of such breach or threatened breach, Perennial will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.  Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.  This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without Perennial’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect.  Perennial expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.