These terms and conditions outline the rules and regulations for the use of Abacasys. By accessing this software we assume you accept these terms and conditions. Do not continue to use ABACA DIGITAL AIM if you do not agree to take all of the terms and conditions stated on this page. Our Terms and Conditions were created with the help of the Terms And Conditions Generator and the Free Terms & Conditions Generator. The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you, the person log on this website and compliant to the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance, and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of the provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization, and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Unless otherwise stated, Abaca systems Pvt ltd and/or its licensors own the intellectual property rights for all material on ABACA DIGITAL AIM. All intellectual property rights are reserved. You must not:
We reserve the right to request that you remove all links or any particular link to our Website/software. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.
If you find any link on our Website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly. We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.
This agreement governs your acquisition and use of our services. If you register for a free trial for our services or for free services, the applicable provisions of this agreement will also govern that free trial or those free services. By accepting this agreement, by clicking a box indicating your acceptance; by executing an order form that references this agreement; or, for free services, by using such services, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality,o or for any other benchmarking or competitive purposes.
This Agreement was last updated on March 1, 2020. It is effective between You and Us as of the date of Your accepting this Agreement.
“Afﬁliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this deﬁnition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Master Subscription Agreement.
“Beta Services” means ABACA services or functionality that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Content” means information obtained by ABACA from publicly available sources or third-party content providers and made available to You through the Services, Beta Services, or pursuant to an Order Form, as more fully described in the Documentation.
“Malicious Code” means code, ﬁles, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, timebombs and Trojanhorses.
“Order Form” means an ordering document or online order specifying- the Servicestobeprovided hereunder that is entered into between You and Us or any of Our Afﬁliates, including any addenda and supplements there to. By entering in to an Order For mhereunder, an Afﬁliate agrees to be bound by the terms of this Agreement as if it were an original party here to.
“Free Services” means Services that ABACA makes available to You free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
“Purchased Services” means Services that You or Your Afﬁliate purchase under an Order Form, as distinguished from Free Services or those provided pursuant to a free trial.
“Services” means the products and services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial and made available online by Us, including associated ABACA ofﬂine or mobile components, as described in the Documentation. “Services” exclude Content and Non-ABACA Applications.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has beenprovisioned), and to whom You(or, when applicable, We at Your request) have supplieda user identiﬁcation and password(for Services utilizing authentication). Users may include, forexample, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means the Abaca Software company (Whom You Are Contracting With, Notices,Governing Law and Jurisdiction).
“You” or “Your” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement,andAfﬁliatesofthatcompanyorentitywhichhaveenteredintoOrderForms
“Your Data” means electronic data and information submitted by or for You to the Services, excluding Content and Non-ABACA Applications.
2.1 Free Trial. If You register on Our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or(b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE ENDOFTHE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOT WITH STANDING SECTIONS 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS) AND 8.3 (INDEMNIFICATION BY US), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND ABACA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD. WITHOUT LIMITING THE FOREGOING, ABACA AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET YOUR REQUIREMENTS,(B) YOURUSEOFTHESERVICESDURINGTHEFREETRIALPERIODWILL BE UNINTERRUPTED, AND TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 9.1 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO ABACA AND IT SAFFILIATES FOR ANY DAMAGE SARISING OUT OF YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY YOU OF THIS AGREEMENT AND ANYOF YOUR INDEMNIFICATION OBLIGATION SHEREUNDER.
2.2 Free Services. ABACA may make Free Services available to You. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conﬂict between this Section 2.2 (Free Services) and any other portion of this Agreement, this section shall control. Please note that Free Services are provided to you without charge up to certain limits as described in the Documentation.Usage over these limits requires your purchase of additional resources or services. You agree that ABACA, in its sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that ABACA will not be liable to you or any third party for such termination. You are solely responsible for exporting Your Data from the Free Services prior to termination of Your access to the Free Services for any reason, provided that if We terminate your account, except as required by law We will provide you a reasonable opportunity to retrieve Your Data.
NOTWITHSTANDING SECTIONS 8 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS) AND 8.3 (INDEMNIFICATION BY US), THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND ABACA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECTTOTHEFREESERVICES. WITHOUTLIMITINGTHEFOREGOING, ABACAANDITSAFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 9.1 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENTTOABACAANDITSAFFILIATESFORANYDAMAGESARISINGOUTOFYOURUSEOFTHE FREE SERVICES, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.
3.1 Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and any applicable Order Forms, (b) provide applicable ABACA standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, ﬂood, ﬁre, earthquake, civil unrest, the act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-ABACA Application, or denial of service attack.
3.2 Beta Services. From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services at your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered“Services” under this Agreement, however, all restrictions, Our reservation of rights and Yourobligationsconcerningthe Services, and use of any related Non-ABACA Applicationsand Content, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Servicesatanytimein Oursolediscretionandmaynevermakethemgenerallyavailable. WewillhavenoliabilityforanyharmordamagearisingoutoforinconnectionwithaBetaService.
4.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation
PURCHASE APPLICABLE UPGRADED SERVICES,OR EXPORT SUCHDATA,BEFORE THE ENDOF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A accordance with Section 5.2(Invoicing and Payment).
4.2 Usage Limits.
Services and Content are subject to usage limits, including, for example, the quantities speciﬁed in Order Forms and Documentation. Unless otherwise speciﬁed,
4.3 Your Responsibilities. You will
4.4 Usage Restrictions. You will not
5.1 Fees. You will pay all fees speciﬁed in Order Forms. Except as otherwise speciﬁed herein or in an Order Form,
5.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 10.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form speciﬁes that payment will be made by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifyingUsofanychangestosuchinformation.
5.3 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies,
5.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose paymenthasbeendeclined, Wewillgive Youatleast10days’ priornoticethatYouraccountisoverdue, in accordance with Section 11.1. (Manner of Giving Notice) for billing notices, before suspending servicestoYou.
5.5 Payment Disputes. We will not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonablyandingoodfaithandarecooperatingdiligentlytoresolvethedispute.
5.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible forpaying all Taxes associatedwith Your purchases hereunder. If We have the legal obligation topayorcollect Taxesforwhich Youareresponsibleunderthis Section 5.6, Wewillinvoice You and You will pay that amount unless You provide Us with a valid tax exemption certiﬁcate authorizedbytheappropriatetaxingauthority. Forclarity, Wearesolelyresponsiblefortaxes assessableagainstUsbasedonOurincome,propertyandemployees.
5.7 Future Functionality. Youagreethat Yourpurchasesarenotcontingentonthedeliveryof anyfuturefunctionalityorfeatures, ordependentonanyoralorwrittenpubliccommentsmade byUsregardingfuturefunctionalityorfeatures
6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our Afﬁliates, Our licensors and Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are grantedtoYouhereunderotherthenasexpresslysetforthherein.
6.2 Access to and Use of Content. You have the right to access and use applicable Content subject to thetermsofapplicableOrderForms,thisAgreementandtheDocumentation.
6.3 License to Host Your Data and Applications. You grant Us, Our Afﬁliates and applicable contractors a worldwide, limited-term license to host, copy, display and use anyNon-ABACA Applications and program code created by or for You using a Service or for use by You with the Services, and Your Data, eachasreasonablynecessaryfor Ustoprovide, andensureproperoperation of, our Services and associated systems in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this AgreementinortoanyofYourData, Non-ABACA Application or such program code..
6.4 License to Use Feedback. You grant to Us and Our Afﬁliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Afﬁliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of our or Our Afﬁliates’ services.
7.1 Deﬁnition of Conﬁdential Information. “Conﬁdential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, thatisdesignatedasconﬁdentialorthatreasonablyshouldbeunderstoodtobeconﬁdential given the nature of the information and the circumstances of disclosure. Your Conﬁdential Information includes Your Data; Our Conﬁdential Information includes the Services and Content; and Conﬁdential Informationofeachpartyincludesthetermsandconditionsofthis Agreementand all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, conﬁdential Informationdoesnotincludeanyinformationthat
7.2 The Receiving Partywillusethesamedegreeofcar
The Receiving Partywillusethesamedegreeofcare thatitusestoprotecttheconﬁdentialityof its own conﬁdential information of like kind (but not less than reasonable care) to
7.3 Compelled Disclosure. The Receiving Party may disclose Conﬁdential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Conﬁdential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Conﬁdential Information
8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.3 Disclaimers.EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTYDISCLAIMSALLLIABILITYANDINDEMNIFICATIONOBLIGATIONSFORANYHARMOR DAMAGESCAUSEDBYANYTHIRD-PARTYHOSTINGPROVIDERS..
9.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HERE- UNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE“FEESANDPAYMENT”SECTIONABOVE.
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVEANYLIABILITY ARISING OUTOFORRELATED TOTHIS AGREEMENT FORANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10.1 Term of Agreement.. This Agreementcommencesonthedate Youﬁrstacceptitandcontinuesuntil allsubscriptionshereunderhaveexpiredorhavebeenterminated.
10.2 Term of Purchased Subscriptions. The term of each subscription shall be as speciﬁed in the applicable Order Form. Except as other- wise speciﬁed in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any renewal term will increase by upto 7% above the applicablepricingin the priorterm, unless We provide Younotice ofdifferent pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal ofpromotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewalwithoutregardtothepriorterm’sper-unitpricing.
10.3 Termination. Apartymayterminatethis Agreementforcause
10.4 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 10.3 (Termination), Wewillrefund Youanyprepaidfeescoveringtheremainderofthetermofall Order Formsaftertheeffectivedateoftermination. Ifthis Agreementisterminatedby Usinaccordance with Section 10.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior totheeffectivedateoftermination.
10.5 Your Data Portability and Deletion. Upon request by You made within 30 days after the effective dateofterminationorexpirationofthisAgreement,WewillmakeYourDataavailabletoYouforexportor download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
10.6 Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Conﬁdentiality,” “Disclaimers,” “Mutual Indemniﬁcation,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Your Data Portability and Deletion,” “Removal of Content and Non-ABACA Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
|If you are Domiciled||If you are Contracting with:||Notices should be addressed to:||The governing law is:||The Courts having exclusive jurisdiction are:|
|INDIA||Abacasys Systems pvt Ltd.||4051 sector 46-D Chandigarh||republic of india||Chandigarh|
|USA||Abacasys Corporation||2395 Forsyth Ln, Aurora, Il, USA||USA||Chicago|
11.1 Manner of Giving Notice. Except as otherwise speciﬁed in this Agreement, all notices related to this Agreement will be in writing and will be effective upon
11.2 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law abovewithoutregardtochoiceorconﬂictsoflawrules, andtotheexclusivejurisdictionoftheapplicable courtsabove.
11.3 No Agency. For the avoidance of doubt, We are entering intothis Agreement as principal and not as agent for any other Abaca Software company. Subject to any permitted Assignment under Section 12.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owedbyYouunderthisAgreementshallbeowedsolelytoUs.
12.1 Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restric- tion. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at email@example.com.
12.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporane- ous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modiﬁcation, amendment, or waiver of anyprovisionofthis Agreementwillbeeffectiveunlessinwritingandsignedbythepartyagainst whom the
12.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operationoflawor otherwise, without the other party’s prior written consent (not to be unreason- ably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Afﬁliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or under- goes a change of control in favor of, a direct competitor of the other party, then such other party mayterminatethis Agreementuponwrittennotice. Intheeventofsuchatermination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termina- tion. Subject to the foregoing, this Agreement will bind and inure to the beneﬁt of the parties, their respective successors and permitted assigns.
12.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, ﬁduciary or employmentrelationshipbetweentheparties.
12.5 Third-Party Beneﬁciaries. There are no third-party beneﬁciaries under this Agreement
Waiver. 12.6 No failure or delay by either party in exercising any right under this Agreementwillconstituteawaiverofthatright.
12.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction tobe contrary to law, the provision will bedeemed null and void, and the remaining provisionsofthisAgree-mentwillremainineffect.