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Terms of Service

Last Updated: October 22, 2019

POLARIS INDUSTRIES INC AND ITS AFFILIATES ("POLARIS", "WE", “OUR” AND "US") PROVIDE: (1) SERVICES ACCESSIBLE THROUGH POLARIS’S WEBSITES (“WEB-BASED SERVICES”)FOR USE IN THE SCHEDULING OF RIDEREADY (collectively, “RIDEREADY”) THROUGH A NETWORK OF INDEPENDENT SERVICE PROVIDERS (“SERVICE PROVIDERS”).

These Terms of Service (“Terms” or “Agreement”) govern your access to and use of the Services and RideReady. Please read these terms carefully.

The term “you,” as used in these Terms, means any person or entity who accesses or uses the Services or RideReady and any person or entity who creates an Account (as defined in Section 2(a)) and accepts these Terms, including Owners, Authorized Users (as defined in Section 2(b)), and the parents or guardians of Authorized Users, as applicable (as described in Section 1(b)(ii)). These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. THE DISCLAIMERS, EXCLUSIONS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.

THESE TERMS ARE A LEGAL AGREEMENT. BY ACCESSING AND USING THE SERVICES OR RIDEREADY, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS. YOU REPRESENT THAT YOU ARE, OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND RIDEREADY AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONNECT YOUR RIDEREADY FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING OR USING THE SERVICES AND RIDEREADY.

INDEPENDENT SERVICE PROVIDERS

Polaris does not endorse and is not responsible or liable for any content, Service Provider Content, Promotions, data, advertising, RideReady, goods or services available or unavailable from, or through, any Service Providers (which includes, but is not limited to, Polaris Independent Dealers). You agree that should You use or rely on such Content, Service Provider Content, Promotions, data, advertisement, RideReady, goods or services, available or unavailable from, or through any Service Provider, Polaris is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Service Provider, and any other terms, conditions, representations or warranties associated with such dealings, are between You and such Service Provider exclusively and do not involve Polaris. You should make whatever investigation or other resources that You deem necessary or appropriate before hiring or engaging Service Providers.

You agree that Polaris is not responsible for the accessibility or unavailability of any Service Provider or for Your interactions and dealings with them, waive the right to bring or assert any claim against Polaris relating to any interactions or dealings with any Service Provider and release Polaris from any and all liability for or relating to any interactions or dealings with Service Providers. In addition, You agree that Polaris may exclude Service Providers from displaying in search results on the Polaris Website for failing to meet particular Polaris standards regarding Service Provider conduct.  In addition, You understand that Polaris may exclude Service Providers from displaying in search results on the Polaris Website for failing to meet particular Polaris standards regarding Service Provider conduct and performance.

Polaris may, in its sole discretion, have criminal and/or financial background checks conducted on certain Service Providers. By having such background checks conducted, POLARIS DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY.

 END-USER LICENSE AGREEMENT (EULA)

By using the RideReady, you agree to the terms of this End User License Agreement (“EULA”) between you and Polaris Industries, Inc. (“Polaris,” “we,” “our,” and “us”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE RIDEREADY.

This is a legal agreement. You represent and warrant that you have the right, authority, and capacity to accept and agree to this EULA. You represent that you are of sufficient legal age in your jurisdiction of residence to use or access the RideReady and to enter into this EULA. If you do not agree with any of the provisions of this EULA, you should cease accessing or using the RideReady.

AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC UPDATES TO THE RIDEREADY. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE RIDEREADY.

SECTION 8 BELOW DESCRIBES IMPORTANT LIMITATIONS OF THE RIDEREADY AND RELATED SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING AND ACCEPTING THEM.

1. Grant of License

Subject to the terms of this EULA, we grant to you a limited, non-exclusive, non-transferable, non-assignable revocable license to use the RideReady.

2. Term and Termination

This EULA and the license granted hereunder are effective on the date you first use the RideReady or Product and shall continue for as long as you own the Product, unless this EULA is earlier terminated in accordance with this Section 2. Polaris may terminate this EULA at any time if you fail to comply with any of the term(s) hereof. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the RideReady.

3. Description of Other Rights and Limitations

In connection with the license of RideReady hereunder, the parties acknowledge and agree that Polaris is expressly not selling to you, and you are not acquiring any right, title or interest in or to, any patents, copyrights, trade secrets, trademarks, service marks, trade names, or the company name of Polaris (collectively, “Polaris Intellectual Property”), and you will use the RideReady strictly in accordance with our standards, policies and procedures as specified by us from time to time.

Restrictions on Use. You shall not: (i) make the RideReady available to, or use the RideReady for the benefit of, anyone other than yourself, except expressly permitted in this EULA; (ii) market, sell, distribute, sublicense, use, modify, translate, reproduce, create derivative works from, dispose of, rent, lease, or authorize or permit access or use of any portion of the RideReady except as expressly permitted in this EULA; (iii) reverse engineer, decompile, or disassemble the RideReady, except and only to the extent that such activity is expressly permitted by applicable law; (iv) interfere with or disrupt the integrity or performance of the RideReady; (v) copy the RideReady or any part, feature, function thereof; (vi) alter the RideReady or any part, feature, function thereof; (vii) export or use the RideReady in violation of U.S. law, including Department of Commerce export administration regulations; (viii) remove any copyright and other proprietary notices contained in the RideReady; (ix) use the RideReady in a manner which infringes or violates any of the intellectual property, proprietary, or other rights of any third party; or (x) access and use the RideReady in any manner that is inconsistent with the terms of this EULA.

Additional Obligations. (i) You shall comply in full with all federal, state, local and foreign laws, rules and regulations in connection with your access to, and use of, the RideReady.

(ii) The RideReady may be accessed and used only in a form and manner approved by Polaris in its sole discretion, and only in accordance with the terms and conditions of this EULA.

You acknowledge that the RideReady contains valuable trade secret and proprietary information of Polaris, that any actual or threatened breach of this Section 3 will constitute immediate, irreparable harm to Polaris for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

** 4. Automatic Software Updates **

Polaris may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the RideReady and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Product. If you do not cease using the Product, you may receive Updates automatically. You acknowledge that you may be required to install Updates to use the Product and the RideReady and you agree to promptly install any Updates Polaris provides. For both automatic and non-automatic updates, you agree to install all corrections of substantial defects, security patches, minor bug fixes and updates, including any enhancements, for the RideReady in accordance with the instructions and as directed by Polaris. Your continued use of the Product is your agreement to this EULA.

** 5. Open Source **

Certain items of software included with the RideReady may be subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this EULA limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. To the extent there are any conflicts between the terms of this Agreement and any Open Source Software license corresponding to the open source component(s) of the software included with the RideReady or additional obligations by such Open Source Software license that are not set forth in this Agreement, the terms of the Open Source Software license will control. If required by any license for particular Open Source Software, Polaris makes such Open Source Software, and Polaris’s modifications to that Open Source Software, available by written request to Polaris at the email or mailing address listed below.

** 6. DISCLAIMER. **

__ACCESS TO AND USE OF THE RIDEREADY IS PROVIDED “AS IS”, “WITH ALL FAULTS”. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS EULA, NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE RIDEREADY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT. __ Please note that some jurisdictions may not allow the above exclusion of implied warranties, so some of the above exclusions may not apply to you.

YOU USE RIDEREADY AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND POLARIS DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR, PRODUCT, OTHER PERIPHERALS CONNECTED TO THE PRODUCT, COMPUTER, MOBILE DEVICE, RESULTING FROM YOUR USE OF THE PRODUCT INFORMATION, RIDEREADY, OR PRODUCT.POLARIS AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE RIDEREADY: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM POLARIS SHALL CREATE ANY WARRANTY.

** 7. LIABILITY CAP AND LIMITATION OF LIABILITY **

  1. LIABILITY CAP. YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF THIS EULA BY POLARIS OR ANY DISSATISFACTION WITH RESPECT TO THE RIDEREADY IS TO DISCONTINUE OPERATING, ACCESSING AND USING THE RIDEREADY. IN NO EVENT SHALL POLARIS’S TOTAL LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE TOTAL FEES ACTUALLY PAID TO POLARIS BY YOU FOR THE PRODUCT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  2. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS EULA, NEITHER POLARIS NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE, UNDER ANY CIRCUMSTANCES, LIABLE TO YOU OR ANY OTHER PERSON, FIRM OR ENTITY (WHETHER IN AN ACTION ARISING FROM CONTRACT, TORT OR OTHER LEGAL THEORY) FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES RESULTING FROM THE ACCESS OR USE OF THE RIDEREADY, OR OTHERWISE, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES.

** 8. Limitations of RideReady. **

All information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing information through the RideReady is not a substitute for direct access of the information.

The RideReady may contain support for programs that are not fault tolerant (e.g., JAVA technology) and is not designed, manufactured, or intended for use or resale as control equipment in hazardous environments or emergency services requiring fail-safe performance in which the failure of such software programs could lead directly to death, personal injury, or severe physical or environmental damage. POLARIS DISCLAIMS ALL DAMAGES INCLUDING DIRECT, INDIRECT AND CONSEQUENTIAL DAMAGES RELATING TO THE FAILURE OF ANY SUCH RIDEREADY.

**9. Misuse by You. **

Notwithstanding anything to the contrary contained in this EULA, you shall not be entitled to any remedy under this EULA or otherwise, and Polaris shall have no liability whatsoever, if any defect deficiency, error or problem with the RideReady arises from or results from your violation of this EULA, or from accident, abuse, misapplication, abnormal or unauthorized installation, operation, access or use of the RideReady.

**10. Intellectual Property Ownership. **

  1. General.The RideReady and all Polaris Intellectual Property is the intellectual property of and is owned by Polaris and/or its licensors. In connection with the license of the RideReady hereunder, the parties acknowledge and agree that Polaris is expressly not selling to you, and you are not acquiring any right, title or interest in or to the RideReady, but that you will be granted a limited, personal, non-exclusive, non-transferable, non-assignable license by Polaris to use the RideReady only for your personal purposes and for no other purposes. The structure, design, and organization of the RideReady are the exclusive property, valuable trade secrets and confidential information of Polaris and/or its licensors and title to the RideReady shall at all times remain with Polaris and/or its licensors. Except as expressly stated herein, this EULA does not grant you any intellectual property rights in the RideReady, or any component or element thereof, and all rights not expressly granted to you under this EULA are reserved to and retained by Polaris and/or its suppliers. Notwithstanding anything contained in this EULA to the contrary, Polaris reserves the right to make available, distribute or release the RideReady under different license terms or to stop distributing, making available or releasing the RideReady at any time.

  2. Marks.You shall ensure that the RideReady maintains the trademarks, service marks, trade names, or the company name of Polaris (collectively, “Marks”) and all other Polaris Intellectual Property in a manner which complies with the intellectual property rights of Polaris and/or its Affiliates and this EULA. You agree to comply with all federal, state, local and foreign laws, rules, regulations and treaties, pertaining to the proper use and designation of marks in any country where the Marks could be in commerce. You also agree not to use the Marks as any trade name, corporate name, or Internet domain name, or to use the Marks in conjunction with any other marks without the prior written approval of Polaris. You agree that Polaris is the exclusive owner of the Marks and all the goodwill associated therewith, and all other content (including, without limitation all logos, graphics, colors, color combinations, works of authorship, audio works, visual works, and other content and materials) provided to You. Polaris shall retain all right, title and interest in and to the Marks, the goodwill associated therewith, and all registrations granted thereon. Any and all uses of the Marks by you shall inure to the benefit of Polaris. You shall have no rights to the Marks or any confusingly similar variation thereof. You acknowledge the validity of the Marks. You acknowledge that you are estopped and that your will forebear from taking any action to challenge the validity or enforceability of the Marks. Any and all rights not expressly granted to you under this EULA are hereby reserved to and retained by Polaris. During the term of this EULA and thereafter, you agree that you will not in any way impair Polaris's rights in the Marks, or any confusingly similar marks, or its right to use thereof or the goodwill of the business connected with such use and symbolized by the Marks. You will cooperate fully and in good faith with Polaris, at Polaris’s expense, for the purpose of securing and preserving Polaris’s rights including rights in the Marks and rights in any dispute, and agrees to give Polaris prompt notice of any known or suspected infringements of the Marks, and cooperate with the efforts of Polaris to police the Marks, at Polaris’s expense.

  3. Your Obligations.You agree to notify Polaris immediately of any pirating, infringement or imitation of the RideReady, intellectual property rights of Polaris, Marks or sales literature of Polaris which comes to your attention during the Term. If You learn of a threat, demand, allegation, or indication that the RideReady infringes or misappropriates any third party intellectual property rights (including but not limited to any patent, copyright, trademark, trade dress, or trade secret) ("Intellectual Property Claim"), You will notify Polaris promptly of such claim. Polaris may, in its sole discretion, elect to assume sole control of the defense and settlement of said Intellectual Property Claim and You will provide reasonable information and assistance to Polaris for the defense of such claim.

** 11. Support Services.** Polaris or its suppliers and distributors may provide you with support services related to the RideReady ("Support Services"). Use of Support Services is governed by the policies and programs described in the user manual for the RideReady, in online documentation and/or other Polaris-provided materials. Any supplemental materials provided to a You as part of the Support Services shall be considered part of the RideReady, as applicable, and subject to the terms and conditions of this EULA.

** 12. Indemnity.** You shall indemnify, defend and hold harmless Polaris and its Affiliates, employees, agents, officers, directors, shareholders, representatives, successors and assigns from and against any loss, liability, cause of action, cost or expense (including reasonable attorneys’ fees) arising from, arising in connection with or related to: (i) your material breach of this EULA; (ii) your or your agent’s acts and omissions in connection with access to and use of the RideReady; (iii) your or your agent’s negligence or willful misconduct in connection with access to and use of the RideReady; or (iv) your violation, infringement or misappropriation of the intellectual property, proprietary or other rights of any third party. If any claim is commenced against Polaris under this paragraph, Polaris will provide notice of the claim and copies of all related documentation to you, and you will assume control of the defense of such claim at its cost and expense. Such notice and documentation will be provided as promptly as possible; provided, that in no event shall you be relieved of your indemnification obligations hereunder unless the failure to provide notice promptly hereunder results in, and then only to the extent of, actual prejudice to your rights. Polaris may, at its own cost and expense, participate, through its attorneys or otherwise, in the investigation, trial and defense of such claim and any appeal. In such case, you will reasonably cooperate with the Polaris’s attorneys.

** 13. Export Rules.** You agree that you will not provide access to or use of the RideReady to any citizen of a country to which access or use thereof is barred, or to which exports or shipments are barred, by the United States government. Further, you will not shop, transfer or export the RideReady into any country or use the RideReady in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the RideReady is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving access to or using the RideReady. All rights to access and use the RideReady are granted on condition that such rights are forfeited if You fail to comply with the terms of this EULA.

  1. Applicable Law.. This EULA is governed, construed and enforced in accordance with the laws of the State of Minnesota, without giving effect to any principles of conflicts of laws. Jurisdiction and venue for all actions arising under this EULA shall be in the federal and state courts located in Minneapolis, The United States. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to this EULA.

  2. Entire Agreement.This EULA and any documentation related to Support Services is the entire agreement between you and Polaris relating to the subject matter of this EULA and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the subject matter of this EULA.

  3. Notices and Questions.All notices and demands hereunder shall be in writing and shall be served by personal service, electronic mail, or by mail at the address of the receiving party set forth in this EULA (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier and shall be deemed complete upon receipt. Should you have any questions concerning this EULA, or if you desire to contact Polaris for any reason, please contact Polaris here.

** 17. Confidentiality.** You acknowledge that you may receive or become aware of confidential information and trade secrets of Polaris such as source code of the RideReady or subcomponents of the RideReady (“Confidential Information”). You agree to maintain and protect the confidentiality of all Confidential Information of which you become aware (whether or not identified or marked as confidential at the time of its disclosure) and not disclose any Confidential Information, except as required by law (for example, under a court order or subpoena), to any person, firm, or entity, and you shall use at least reasonable care to preserve and protect the confidentiality of all Confidential Information of which you become aware. Further, you shall not use or disclose any Confidential Information for any purpose not permitted by this EULA. The restrictions on disclosure set forth above shall not apply when, and to the extent that, Confidential Information: (a) is part of the public domain through no action or failure to act by you; (b) is made available to the general public by Polaris or a third party who is lawfully in possession of such information, not as a result of any action or failure to act on your part; (c) was previously known to you free of any obligation to keep it confidential; (d) is subsequently disclosed to you free of any obligation to keep it confidential; or (e) is independently developed by you or a third party other than in breach of this EULA. In addition, you will not be considered to have breached its obligations under this EULA to the extent Confidential Information is required to be disclosed by court order or order of a governmental authority or by applicable law, provided you, to the extent practicable, advise Polaris in writing prior to making such disclosure so that the Polaris may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information. Violations of this Section 17 are likely to cause irreparable harm and therefore Polaris may seek immediate injunctive relief without the need of posting bond in the event of a violation of this Section 17.

  1. U.S. Government Restricted Rights.If the Software is licensed to agencies of the U.S. Government, the Software is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. § 12.212, and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Software with only those rights set forth herein. Contractor/ manufacturer is Polaris Corporation, 2100 Hwy 55, Medina MN 55340.

  2. Force Majeure.Polaris shall not be responsible for delays or failure of performance resulting from acts beyond the reasonable control of Polaris. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failures, Internet or telecommunications failures, cyberattacks, earthquakes, or other disasters.

  3. Compliance with License and Laws.You shall comply with all federal, state, local and foreign laws, regulations, rules and ordinances pertaining to the license granted to you under this EULA. In the event that any part of this EULA is determined to violate any applicable federal, state, local or foreign laws, rules or regulations, then the remaining provisions of this license shall remain in full force and effect and shall be enforced to fullest extent permitted by law.

  4. Survival.Sections 4-24 shall survive the termination or expiration of the EULA for any reason.

  5. Headings.The titles and headings of the various sections and paragraphs in this EULA are intended solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this EULA. The opening two paragraphs and the Recitals to this EULA are incorporated herein.

  6. Forms.No provisions in either party’s purchase orders, or in any other business forms employed by either party, will supersede the terms and conditions of this EULA.

  7. Waiver/Assignment.A waiver of any provision of this EULA shall only be effective if in a writing signed by the party against which the waiver is claimed. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Failure to enforce or delay in enforcing any provision of this Agreement will not constitute a waiver of any rights under any provisions of this Agreement. This EULA may not be assigned by You without the prior written consent of Polaris. This EULA may be assigned by Polaris, by operation of law or otherwise, without the consent or approval of You or any other person, firm or entity. Each and all of the covenants, terms, provisions and agreements herein contained will be binding upon and inure to the benefit of the parties hereto and, to the extent expressly permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.