BRAVE SEARCH API TERMS OF USE AGREEMENT

Last Modified: June 27, 2023

This Brave Search API Terms of Use Agreement (this “Agreement”) is by and between Brave Software Inc. (“Licensor”) and you (“you,” “your” and “Licensee”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.” By using or accessing the Services (defined below), completing the online registration and/or payment flow for the Services provided by the Licensor on Licensor’s website, or clicking on a button to accept the terms of this Agreement, you agree to, and to be bound by, the terms and conditions of this Agreement. Subscriptions will automatically renew unless and until cancelled, as particularly described in these terms and conditions. This Agreement is a binding legal agreement between you and Licensor and governs your access to and use of the Services. If you do not understand this Agreement or any of its terms, or do not accept any part of them, you may not use or access the Services.

You may not use the Services if you are not of legal age to form a binding contract with Licensor, or if you are barred from using or receiving the Services by applicable law. To purchase and use a Service you must be at least eighteen (18) years old or the age of majority as determined by the laws of the jurisdiction in which you live. If you are accepting this Agreement or using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that Licensee has the authority to bind such company, organization, government, or entity to this Agreement, in which case the words “you” and “your” and “Licensee” as used herein shall refer to such entity. If you do not agree to the terms of this Agreement, you may not (and you may not allow any of your personnel to) access or use the Services.

Definitions.

“API” means the Brave Search API application programming interface, any API Documentation and other API Materials made available to Licensee by Licensor, including, without limitation, through https://api.search.brave.com/app/documentation/web-search/get-started, including any Updates.

“API Documentation” means the API documentation made available to Licensee by Licensor from time to time, including, without limitation, through https://api.search.brave.com/app/documentation.

“API Key” means the security key Licensor makes available for Licensee to access the API.

“API Materials” means any information or data made available to you through the API or by any other means authorized by Licensor and any copied and derivative works thereof, including any Content.

“Applications” means any applications developed by Licensee to interact with the API.

“Content” means any search results, images, data, third party content, or other content that Licensor makes available to Licensee via the Licensor Offering.

“Licensor Marks” means Licensor’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.

“Licensor Offering” means Licensor’s software described on the Website.

“Services” means the API made available that provide access to the Content, the Licensor Offering, and any API Materials and API Documentation.

“Updates” means any updates, bug fixes, patches, or other error corrections to the API that Licensor generally makes available free of charge to all licensees of the API.

“Website” means the Licensor’s website at api.search.brave.com and any subdomains thereof.
License.
1. License Grants. Subject to and conditioned on Licensee’s payment of Fees and compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to use the Services to do the following: (i) use the API solely for the purposes of internally developing the Applications that will communicate and interoperate with the Licensor Offering; and (ii) subject to the express prior permission of Licensor, display certain Licensor Marks in compliance with usage guidelines that Licensor may specify from time to time solely in connection with the use of the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services.
2. Use Restrictions. Licensee shall not use the Services, the API or any Licensor Mark for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement (or in any written modification by Licensor of this Agreement, including modifications that may apply to certain tiers of service), Licensee shall not at any time, and shall not permit others to:
  1. store the results of the API or any derivative works from the results of the API (which reference includes, for avoidance of doubt, any API Materials and Content), in whole or in part;
  2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API, in whole or in part;
  3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
  4. circumvent or bypass rate limits or service limits through any method, including by creating multiple accounts;
  5. remove any proprietary notices from the API;
  6. use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
  7. enter into a licensing agreement that conflicts with this Agreement;
  8. use the API in any manner that harms the Licensor, including without limitation, Licensor’s products, services, infrastructure, brand, or goodwill;
  9. combine or integrate the API with any software, technology, services, or materials not authorized by Licensor;
  10. design or permit the Applications to disable, override, or otherwise interfere with any Licensor-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
  11. use the API in any of the Applications to replicate or attempt to replace the user experience of the Licensor Offering;
  12. attempt to cloak or conceal Licensee’s identity or the identity of the Applications when requesting authorization to use the API;
  13. copy, store, archive, cache, or create a database of the Content, in whole or in part;
  14. redistribute, resell, or sublicense the Content;
  15. use the Content as part of any machine learning or similar algorithmic activity, except as expressly permitted by Licensor;
  16. use the Content to create, train, evaluate, or improve new or existing services that the Licensee or third parties might offer, except as expressly permitted by Licensor; or
  17. upon termination, cancellation, expiration, or other conclusion of this Agreement, retain, or fail to destroy, any and all API Materials in Licensee’s possession and control.
3. Enterprise Access. Licensor may in writing vary these terms for enterprise users (“Enterprise Clients”).
4. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement, including the right to change rate limits, the size and structure of request responses, and how much Content is provided in the response. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Licensee or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the API.
Licensee Responsibilities.
1. Licensee is responsible and liable for all uses of the API resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Licensee’s end users in connection with the Application and their use of the API, if any. Any act or omission by Licensee’s end user that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall make reasonable efforts to make all of Licensee’s end users aware of this Agreement’s provisions applicable to such end user’s use of the API and shall cause end users to comply with such provisions.
2. Licensee must obtain an API Key through the registration process to use and access the API. Registration for an API Key is available at https://api.search.brave.com/app/keys. Upon registration, Licensee must provide their name, address, and contact details. Licensee may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as Licensee’s sole means of accessing the API. The API Key may be revoked at any time by Licensor. In the event of an unauthorized use of the API Key by a third party, Licensee must inform the Licensee through the method of Notice set forth in this Agreement.
3. Licensee shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that Licensor may post on this Website, in any documentation and elsewhere from time to time. Licensee shall monitor the use of the Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Applications from further use of the Applications. Licensee is solely responsible for posting any privacy notices and obtaining any consents from Licensee’s end users required under applicable laws, rules, and regulations for their use of the Applications.
4. Licensee shall not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, unsolicited mass distribution of email, multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous material, or any illegal activities.
5. Licensee will use commercially reasonable efforts to safeguard the API, which reference incudes (for avoidance of doubt) any API Materials and Content (including, in each case, all copies thereof) from infringement, misappropriation, theft, misuse, disclosure, copying, or unauthorized access. Licensee will promptly notify Licensor if Licensee becomes aware of any infringement of any intellectual property rights in the API and will fully cooperate with Licensor in any legal action taken by Licensor to enforce Licensor’s intellectual property rights.
6. Licensee may, in any end product utilizing the API, use the language “POWERED BY BRAVE” to describe the technology utilized by Licensee’s product. Licensor reserves the right to require Licensee to control any use of Licensor Marks on Licensee’s site including, for example, by requiring Licensee to display the Licensor Marks, change the manner of display of Licensor Marks, or by revoking permission to display Licensor Marks, or by directing Licensee to comply with any usage guidelines Licensor may specify from time to time. Licensee agrees that Licensee’s use of the Licensor Marks in connection with this Agreement will not create any right, title, or interest in or to the Licensor Marks in favor of Licensee and all goodwill associated with the use of the Licensor Marks will inure to the benefit of Licensor. Licensee shall not make any statement regarding use of the API or use the Licensor Marks in any way that would suggest partnership with, sponsorship by, or endorsement by Licensor without Licensor’s prior written consent, which may be granted or withheld in Licensor’s sole discretion. Unless we agree otherwise, you agree that we may use your company or product name, screenshots of your Application, or other content or depictions in the course of marketing, promoting, or demonstrating the API.
Updates.

During the Term, Licensor may provide Licensee Updates, each of which are a part of the API and are subject to the terms and conditions of this Agreement. Licensee acknowledges that Licensor may require Licensee to obtain and use the most recent version of the API. Updates may adversely affect how the Applications communicate with the Licensor Offering. Licensee is required to make any changes to the Applications that are required for integration as a result of such Updates at Licensee’s sole cost and expense. Licensor will make commercially reasonable efforts to provide Licensor with advance notice of material changes or Updates. However, Licensee’s continued use of the API following the Update constitutes binding acceptance of the Update.
Fees and Payment.
1. Fees. Licensee shall pay Licensor the fees (“Fees”) set forth at the Website. Licensee shall make all payments hereunder in US dollars on or before the due date. Licensor may offer a range of payment options that vary by Service, device, operating system, geographic location, or other factors, which may be updated from time to time. These payment options may include web payments using a third-party payment processor (“Payment Processor”). When Licensee accesses the API, Licensor Offering, Content, or Services, Licensee agrees (i) to pay the price listed for such items, along with any additional amounts relating to applicable taxes, credit card fees, bank fees, foreign transaction fees, foreign exchange fees, and currency fluctuations, on a recurring basis during the applicable subscription period; and (ii) to abide by any applicable terms of service, privacy policies, or other legal agreements or restrictions (including additional age restrictions) imposed by such Payment Processor in connection with Licensee’s use of a given payment method. The Fees will be automatically applied at the start of the renewal period for the applicable subscription period unless Licensee cancels on the Website. It is Licensee’s responsibility to make sure Licensee’s banking, credit card, debit card, and/or other payment information is up to date, complete and accurate at all times. All payments are non-refundable except as otherwise expressly provided in this Agreement or as required by law. If Licensee fails to pay the Fees as and when due, Licensor may charge interest on the past due amount at the rate of one and one-half percent (1.5%) per month, calculated daily and compounded monthly, or if lower, the highest rate permitted under applicable law, Licensee shall reimburse Licensor for all costs incurred by Licensor in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees, and/or Licensor may in its discretion prohibit or suspend access to the API, Licensor Offering, Content, and any other Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such suspension or prohibition of access to the API, Licensor Offering, Content, and any other Services, or may take any other action permitted by this Agreement, up to and including termination.
2. Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor’s income. If any taxes are to be withheld on payments Licensee makes to Licensor, Licensee may deduct such taxes from the amount owed to Licensor and pay them to the appropriate taxing authority; provided, however, that Licensee promptly secure and deliver and official receipt for those withholdings and other documents Licensor reasonably requests to claim a foreign tax credit or refund. Licensee must ensure that any taxes withheld are minimized to the extent possible under applicable law.
Collection and Use of Information.

Licensor may collect certain information through the API or the Licensor Offering about Licensee or any of Licensee’s employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Licensor Offering, Licensee consents to all actions taken by Licensor with respect to Licensee’s information in compliance with the then-current version of Licensor’s privacy policy and data protection requirements, available at https://api.search.brave.com/privacy-policy.
Intellectual Property Ownership.

Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the API (including API Documentation, API Materials and any Content), the Licensor Offering, and the Licensor Marks.
Feedback.

If Licensee or any of Licensee’s employees, contractors, and agents sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, the Licensor Offering, or the Licensor Marks, 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 Licensee hereby assigns to Licensor on Licensee’s behalf, and on behalf of Licensee’s employees, contractors, and agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to Licensee or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
Disclaimer of Warranties.

THE SERVICES ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” WITH ALL FAULTS, AND LICENSOR SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR 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. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE API, CONTENT, LICENSOR OFFERINGS, OR LICENSOR MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF LICENSEE’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
Indemnification.

Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to (a) Licensee’s use or misuse of the API, Licensor Offering, Content, or Licensor Marks; (b) Licensee’s breach of this Agreement; and (c) the Applications, including any end user’s use thereof. In the event Licensor seeks indemnification or defense from Licensee under this provision, Licensor will promptly notify Licensee in writing of the claim(s) brought against Licensor for which Licensor seeks indemnification or defense. Licensor reserves the right, at Licensor’s option and in Licensor’s sole discretion, to assume full control of the defense of claims with legal counsel of Licensor’s choice. Licensee may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Licensor or bind Licensor in any manner, without Licensor’s prior written consent. In the event Licensor assumes control of the defense of such claim, Licensor will not settle any such claim requiring payment from Licensee without Licensee’s prior written approval.
Limitations of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNT OF FEES PAID BY LICENSEE TO THE LICENSOR IN THE 12 MONTHS PRECEDING THE DATE OF THE CLAIM EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN THREE MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
Term and Termination.
1. Term. The term of this Agreement begins upon Licensee’s acceptance until termination.
2. Suspension. Licensor may suspend Licensee’s use of and access to the API, Content, Licensor Offering, or other Services immediately without notice, (i) if Licensor reasonably believes that (A) Licensee’s use would cause damage to, or represent an inordinate burden on, Licensor; (B) Licensee has violated any term of this Agreement; (C) Licensee creates risk or possible legal exposure for Licensor, in Licensor’s sole discretion; (D) the provision of the API, Licensor Offering or Services are no longer commercially viable, in Licensor’s sole discretion; (ii) for prolonged inactivity; (iii) if Licensor is requested or directed to do so by any competent court of law or government authority; or (iv) for failure to pay for the Services. Licensor shall have no liability for damages of any sort arising out of or resulting from any suspension for the reasons set out in this Section 12(b).
3. Termination. Subscriptions will automatically renew on a monthly or annual basis unless earlier terminated or otherwise provided in written agreement of the Licensee and Licensor. Licensor reserves the right to terminate any subscription at any time with or without notice, for any reason or no reason, in its sole and absolute discretion. Except where such early termination by Licensor is the result of Licensee’s breach of this Agreement, such early termination will be effective at the end of the then-current subscription period. Licensee may cancel Licensee’s subscription at any time via the Website and Licensee will no longer have access to the API, Licensor Offering, Content, or Services (or any features or functionality thereof) at the end of your then-current subscription term. Any such cancellation must be submitted at least twenty-four (24) hours before the end of the current subscription period. There are no refunds or credits for any partial subscription periods, including in situations where certain features, benefits, and/or services are modified and/or discontinued, except as required by law. SUBSCRIPTION PLANS ARE PRE-PAID, NON-REFUNDABLE (EXCEPT WHERE REQUIRED BY LAW) AND AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS EARLIER CANCELED FOLLOWING THE CANCELLATION PROCEDURES BELOW. All payments for Services are final and not refundable or exchangeable, except as required by applicable law. Licensor makes no guarantee as to the nature, quality, or value of the Services or the availability or supply thereof. ALL TRANSACTIONS ARE FINAL, unless Licensee has a right to withdraw pursuant to law.
4. Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to Licensee under this Agreement will also terminate and Licensee must cease using, destroy, and permanently erase all copies of the API and Licensor Marks from all devices and systems Licensee directly or indirectly controls. All outstanding payments, if any, will be automatically become due and payable.
5. Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement, including without limitation Sections 2(b), 2(d), 3(a), 3(c), 3(d), 3(e), 5, 7, 9, 10, 11, 12(b), 12(d), 12(e), 13(b), 13(e), 13(g), and 13(h), will survive termination.
Miscellaneous.
1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, this Agreement presides over any other documents incorporated herein by reference.
2. Damages Not an Adequate Remedy. The parties declare that it is impossible to measure in money the damages which will accrue to Licensor by reason of a failure by Licensee to perform any of the obligations under this Agreement and therefore injunctive relief is appropriate. Any breach or threatened breach of this Agreement, and, in particular, of Section 2 and Section 3, may, in some cases, give rise to irreparable harm to Licensor, for which monetary damages would not be an adequate remedy. As such, the Licensee agrees that Licensor shall, in addition to its other rights and remedies, at law or in equity, that may be available in respect of such breach, be entitled to equitable relief, including a temporary restraining order, injunction, specific performance, or any other relief that may be available from a court of competent jurisdiction. If Licensor shall institute any action or proceeding to enforce the provisions hereof, Licensee hereby agrees that Licensor shall be entitled to apply for any available remedy and irrevocably waives the claim or defense that such party has an adequate remedy at law, and Licensee shall not urge in any such action or proceeding the claim or defense that such party has an adequate remedy at law.
3. Force Majeure. Licensor will not be in default if performance is delayed or prevented for reasons beyond its control, so long as it resumes performance as soon as is practical.
4. No Joint Venture. Licensor and Licensee are acting as independent contractors, and nothing in this Agreement will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship.
5. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) from the Licensee to the Licensor must be delivered to licensor at 580 Howard St., Unit 402, San Francisco, CA 94105, by registered mail, return receipt requested. All Notices from the Licensor to the Licensee will be electronically delivered to the email address associated with the Licensee’s Brave Search API account. If Licensee does not consent to receive Notices electronically, the Licensee must stop using the Licensor Offering. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this Section.
6. Amendment and Modification; Waiver. Licensee acknowledges and agrees that Licensor has the right, in its sole discretion, to modify this Agreement from time to time. All changes are effective immediately when we post them and apply to all access to, and use of, the Services thereafter. Licensor will notify Licensee of the modifications through such means as it deems appropriate, including but not limited to email, notifications, or posts on the Website, but receipt of such notification shall not limit enforceability of such modification or amendment. Your continued use of the Services following the posting of a revised Agreement means you accept and agree to the changes. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
7. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
8. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the city and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
9. Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. The Licensor may assign or transfer all rights and obligations hereunder fully or partially without notice to the Licensee.