WayFinder PM

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR PURCHASE AND ONGOING USE OF THE WayFinder PM (“WayFinder” or “Services”) PROVIDED BY HIKE2.COM LLC.##BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, 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.##Third parties MAY NOT access the Application except with Hike2’s prior written consent. This Agreement was last updated on April 28,2023. It is effective between You and Us as of the date of You accepting this Agreement by the actions stated above or returning a signed copy of this Agreement without changes.##1. DEFINITIONS##“Affiliate” means any entity which 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.##“AppExchange” means the online directory of applications that interoperate with the Services, located at https://www.salesforce.com/appexchange or at any successor websites.##“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.##“Purchased Services” means Services that You or Your Affiliates purchase under a Service Order Form.##“Service Order Form” means the agreements for purchases hereunder, including addenda thereto, that are signed by You and Us from time to time. Service Order Forms shall be deemed incorporated herein by reference. ##“Services” means WayFinder PM, the online, Web-based application and platform provided by Us via https://www.salesforce.com/appexchange and/or other designated websites as described in the User Guide, that are ordered by You under a Service Order Form.##“SFDC” means SalesForce.com, Inc. and its affiliates.##“SFDC Platform License” means a Lightning Platform Starter License or similarly sufficient or greater license purchased from SFDC or that is capable of executing the WayFinder PM application and supporting the Service as described under the applicable Services Order Form. ##“Support” is Our provided technical services staff, online manuals, email communications and videos that are available to provide with assistance in troubleshooting and correcting actual or potential software malfunctions.##“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications, including but not limited to those listed on the AppExchange.##“Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, or contractors. ##“We”, “Us” or “Our” means the Hike2 LLC company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).##“You” or “Your” means the entity or individual who accepts this Agreement and its Affiliates. ##“Your Data” means all documents and data (including metadata that relates to that data), in any form, that You provide to Us, or that is created, generated, placed in, stored in, accessed or retrieved by using the Purchased Services.##2. PURCHASED SERVICES##2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Service Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.##2.2. User Subscriptions. Unless otherwise specified in the applicable Service Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added in accordance with Section 6.1, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.##2.3 All Purchased Services include Support for the subscription term. ##3. USE OF THE SERVICES##3.1 Our Responsibilities. We shall: (i) provide to You basic Support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours’ notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Eastern time Friday to 3:00 a.m. Eastern time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.##3.2. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) sell, resell, rent or lease the Services, (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Services to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (e) attempt to gain unauthorized access to the Services or their related systems or networks.##3.3. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface.##3.3.1 SFDC License Restrictions. The WayFinder PM Services run on SFDC Platform Licenses. To the extent that the Services Order Form does not reflect a purchase of the SFDC Platform Licenses, You represent that you own the necessary SFDC Platform Licenses on which the Purchase Services are run and You acknowledge and agree that You are solely responsible for maintaining appropriate SFDC Platform Licenses from SFDC when Hike2 Services are combined with an existing SFDC instance (a “Shared Org”). Hike2 accepts no liability for Your license compliance regarding SFDC Platform Licenses in any way for out of license compliance issues related to SFDC Platform Licenses that may arise when using the Purchased Services in a Shared Org. YOU MUST MAINTAIN ADEQUATE DATA STORAGE AND FILE STORAGE UNDER YOUR SFDC PLATFORM LICENSES TO STORE YOUR DATA AND FILES. IF YOU EXCEED YOUR DATA OR FILE STORAGE LIMITS YOU MAY BE REQUIRED TO PURCHASE MORE DATA OR FILE STORAGE OR DECREASE YOUR DATA OR FILE USAGE BY REMOVING DATA OR FILES FROM YOUR SALESFORCE INSTANCE.##4. FEES AND PAYMENT FOR PURCHASED SERVICES##4.1. User Fees. You shall pay all fees specified in all Hike2 Service Order Forms which are subject to this Agreement. Except as otherwise specified herein or in an Hike2 Service Order Form: (i) fees are quoted and payable in United States dollars (USD) (ii) fees are based on Services purchased and not actual usage except as otherwise provided in the applicable Service Order and (iii) payment obligations are non-cancelable and fees paid are non-refundable. The number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Service Order Form. User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the subsequent monthly periods remaining in the subscription term ##4.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order. If You provide credit card information to Us, You authorize Us to charge such credit for all 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 User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Service Order Form. If the Service Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Service Order Form. We will use reasonable efforts to ensure that Invoices are addressed in accordance with Your instructions and contain details of the Services provided and the period to which the invoices relate. Invoiced charges are due within 30 days of receipt of an undisputed invoice. You are responsible for maintaining complete and accurate billing and contact information for Services.##4.3. Overdue Charges. If any charges are not received from You by the due date (except charges then under reasonable and good faith dispute), then at Our discretion, (a) such charges may accrue interest at the rate of 1.0% per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Service Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).##4.4. Charges 30 or More Days Overdue. If any charge owing by You under this or any other agreement for Services is 30 or more days overdue (except charges then under reasonable and good faith dispute), We may, without limiting Our other rights and remedies, suspend service entirely until such amounts are paid in full.6.5. Not used.##4.5. Taxes. Our fees do not include taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.##5. PROPRIETARY RIGHTS##5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.##5.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in a Service Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.##5.3. Ownership of Your Data. As between Us and You, You exclusively own all rights, title and interest (including all intellectual property rights) in and to all of Your Data.##5.4. Suggestions. We have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.##5.5. Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.##6. CONFIDENTIALITY, DATA AND PRIVACY##6.1. Definition of Confidential Information. As used herein, “Confidential Information” means all information disclosed by a party ( “Disclosing Party”) to the other party ( “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Service Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.##6.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who and who are bound by policy or agreement to treat this information as confidential.##6.3. Personnel to comply. We will ensure that each of our employees, contractors and agents who have access to Your Confidential Information are aware of and comply with Our confidentiality, privacy and security obligations under this Agreement.##6.4. Return of Confidential Information. Subject to Section 10.5, We will return to You any copies of Your Confidential Information upon expiry or termination of this Agreement or, if earlier, when We no longer require Your Confidential Information in order to provide the Services, unless We are required to keep the information for record-keeping purposes, in which case the obligations of confidence in this Agreement continue to apply to that Confidential Information. ##6.5. Protection of Your Data. Without limiting any other provision of this Agreement, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 8.6 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access or use Your Data except to the extent necessary provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters. If at any time We suspect that Your Data has or may become lost, destroyed or corrupted in any way for any reason whilst in Our (or our sub-contractor’s) possession or control, then We will shall immediately notify You and inform You of the remedial action We propose to take. ##6.6. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such 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 such Confidential Information. ##7. WARRANTIES AND DISCLAIMERS##7.1. Our Warranties. We warrant that (i) the Services shall perform materially in accordance with the published user guides or training materials, (ii) the Services will be maintained to operate in the current Salesforce platform (iii) We will use commercially reasonable efforts to not transmit any Malicious Code to You and (iv) You have the required properly licensed SFDC Platform Licenses. ##7.2. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.##7.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.##8. MUTUAL INDEMNIFICATION##8.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against You and for reasonable attorney’s fees incurred by You in connection with any such Claim provided that You: (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim; and (c) provide to Us all reasonable assistance, at Our expense.##8.2. Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.##8.3. Exclusive Remedy. This Section 8 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.##9. LIMITATION OF LIABILITY AND INSURANCE##9.1. Limitation of Liability. EXCEPT IN RESPECT OF (A) BREACH OF SECTION 6, (B) OUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, or (C) INFRINGEMENT, OR AN ALLEGED INFRINGEMENT, OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF ANY PERSON, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND PAYMENT FOR PURCHASED SERVICES).##9.2. Exclusion of Consequential and Related Damages. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.##9.3. Insurance. On and from the date of this Agreement and for at least the duration of this Agreement, We will maintain (i) Errors and Omissions Insurance covering professional services wrongful act, data privacy wrongful act and network wrongful act in the total coverage amount of $1,000,000 for each act and in the aggregate; (ii) Employee Practices Liability insurance in the coverage amounts of $1,000,000 each act and in the aggregate; and (iii) Workers’ compensation and employer’s liability coverage in the amount of $1,000,000 for each incident or disease and in the aggregate. ##10. TERM AND TERMINATION##10.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement and the executed Service Order Form have expired or been terminated. ##10.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Service Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Service Order Form, all User subscriptions shall 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 (thirty) days before the end of the relevant subscription term. We will communicate with You, any price increases no less than 60 days before the expiration of your current term. ##10.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes insolvent or ceases to do business.##10.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Service Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.##10.5. Return of Your Data. If you have a valid SFDC License, You have the ability to download your data at any time on a regular basis. It is your obligation to download and backup your data using the standard facilities of the SFDC platform no later than 7 days prior to the effective data of termination or expiry of a Purchased Services subscription. We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.##10.6. Surviving Provisions. Section 4 (Fees and Payment for Purchased Services), 5 (Proprietary Rights), 6 (Confidentiality), 7.3 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability), 10.4 (Refund or Payment upon Termination), 10.5 (Return of Your Data), 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.##11. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION##11.1. General. ##You are contracting with:##Hike2 LLC##3706 Butler Street, ##Pittsburgh, PA 15201##Company Contact:##Amanda Wodzenski##email: notices@hike2.com###### ##11.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by You.##11.3. Agreement to Governing Law and Jurisdiction. The laws of the State of Pennslyvania and the federal laws of the United States of America apply to this Agreement, and the parties submit to the non-exclusive jurisdiction of the Courts of Allegheny County, Pennslyvania.##11.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.##12. GENERAL PROVISIONS##12.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.##12.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.##12.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.##12.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.##12.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.##12.6. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 4.2 (Invoicing and Payment)##12.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Service Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.##12.8. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Service Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Service Order Form, the terms of such exhibit, addendum or Service Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Service Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.