Invoices For Salesforce Master Subscription Agreement
BY CLICKING THE “I ACCEPT” BOX YOU ARE INDICATING YOUR ACCEPTANCE TO AGREE TO THE TERMS OF THIS AGREEMENT (“THE AGREEMENT”) GOVERNING YOUR USE OF INVOICES FOR SALESFORCE ONLINE SERVICES (“THE SERVICES”).
YOU MUST BE 18 YEARS OLD OR OLDER TO ENTERING INTO 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.
IF YOU REGISTER FOR A FREE TRIAL FOR THE SERVICE, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
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 its availability, performance or functionality, or for any other benchmarking or competitive purposes
This Agreement was last updated on December 19, 2011. It is effective between You and Us as of the date of You accepting this Agreement
1. Definitions
1. "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.
2. "Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.
3. "Purchased Services" means Services that You or Your Affiliates purchase, as distinguished from those provided pursuant to a free trial.
4. "Services" means the products and services that are ordered by You under a free trial or subscribed to by paying the necessary fees and made available by Us, which include the online software solution Invoices for Salesforce installed in Your Salesforce.com account, and its associated access to the processing server operated and maintained by Us.
5. "User Guide" means the online user guide for the Services, accessible at https://userguide.invoicesforsalesforce.com, as updated from time to time. You acknowledge that You have had the opportunity to review the User Guide during the free trial described in Section 2 (30-Day Free Trial) below.
6. "Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased. Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
7. "We," "Us" or "Our" means the Kognoz S.A. company described in Section 12.
8. "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
9. "Your Data" means all electronic data or information submitted by You to the Purchased Services.
10. “org” means Your Salesforce.com account.
2. Free Trial. When You install Invoices For Salesforce in Your Salesforce.com org You are automatically entitled to a 30-day period free trial. We will make the Services available to You over the free trial period on a trial basis free of charge until the earlier of (a) the end of the free trial period which is thirty (30) days after You installed Invoices for Salesforce in Your org or (b) the start date of any Purchased Services ordered by You. 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 AT THE END OF THE FREE TRIAL PERIOD, UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE THE SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE FREE TRIAL PERIOD.
NOTWITHSTANDING SECTION 8 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
3. Purchased Services. License Grant & Restrictions
1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term.We hereby grant to You a non-sublicensable, non-transferable, subscription to access and use the Services by the number of Users for which You have paid the applicable subscription 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. User Subscriptions. Services are purchased as Annual or Monthly User subscriptions as described in section 4 , and may be accessed by no more than the specified number of Users. User subscriptions are for designated Users only 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.
3. Our Responsibilities. We shall: (i) provide Our basic support for the Purchased Services to You, consisting in online case submission via our website at http://www.invoicesforsalesforce.com/Support.html to which we will respond to You within twenty four (24) hours, at no additional charge, (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 email and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday UTC-3), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.Kognoz S.A. is not responsible for any data lost at the end of the subscription or after the services have been suspended.
4. Your Responsibilities You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality 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.
5. Restrictions You shall not (a) make the Services available to anyone other than Users, (b) license, sublicense, sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.) (g) modify or make derivative works based upon the Services, (h) create Internet “links” to the Service or “frame” or “mirror” any content on any other server or wireless or Internet-based device; (i) reverse engineer or decompile the Services; (j) interfere with or make use of the Services in any manner not consistent with the User Guide, or (k) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
6. Third Party Technology or Services. You acknowledge that the Services are dependent on availability of and proper performance of third party services, software, and Internet technology, including Salesforce.com, and we are not liable for performance issues or downtime of the Services to the extent caused by such technology. You are solely responsible for providing, at Your own expense, all network access to the Services, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Services.
7. Processing Data.You acknowledge and agree that in order to provide the Services to You, You must allow the Services brief but periodic access to Your Salesforce.com account to retrieve, manipulate, process, and modify Your Data , and You expressly consent to the Services’ accessing your Salesforce.com account to Process Your Data solely as is necessary to provide the Services or Support Services. Kognoz S.A. does not store any of Your Data, and the transmission of Your Data between Your Salesforce.com account and the Services follows the accepted encryption and security standards (SSL). If the Services cannot for any reason access Your Salesforce.com account or Process Your Data, Kognoz S.A. may not be able to provide You the Services, and Kognoz S.A. will be excused from any nonperformance of Services arising from the Services’ inability to access to your Salesforce.com account or Process Your Data. You acknowledge that to provide the Services, Your Data leaves the Salesforce.com system. Salesforce.com is not responsible for Your Data when it is outside of the Salesforce.com system.You are solely responsible for the quality, integrity, legality, reliability, appropriateness of the foregoing, and obtaining any Intellectual Property Rights ownership or right to use Your Data.
8. Usage Limitations. The Services may be subject to other limitations, such as, for example, limits on disk storage space associated with your Salesforce.com account, on the number of calls You are permitted to make against Salesforce.com application programming interface, on Your Salesforce.com daily quota of outgoing emails, on Products being enabled in your Salesforce.com account. In those cases you should liaise directly with Salesforce.com to purchase additional products as necessary an extend these limitations at your own expenses.
4. Subscription Plans. You may elect one of the following subscription plans
1. Annual User Subscription Plan. If You select this plan, You will pay in advance Kognoz S.A. the User subscription yearly fee,
2. Monthly Subscription Plan. If You select this plan, You will pay in advance Kognoz S.A. the user subscription monthly fee.
5. Fees and Payment of Purchased Services:
1. Fees. If You subscribe to the Monthly Subscription Plan You agree to pay all associated fees on a recurring monthly basis or if You subscribe to the Annual Subscription Plan You agree to pay all associated fees on a recurring annual basis. Unless otherwise agreed to in writing, Kognoz S.A. will bill Your credit card for all charges for Services. Recurring charges shall be billed in advance of the Services. If you elect to provide payment using Our Direct Line Payment, You agree to provide Kognoz S.A. with accurate and complete billing information, including valid credit card information, your name, address, and telephone number, and to provide Kognoz S.A. with any changes in such information within 5 business days of the change. If, for any reason, Your credit card company refuses to pay the amount billed for the Services, You agree that We may, at Our sole option, suspend or terminate Your subscription to the Services and require You to pay the overdue amount immediately by other means acceptable to Us. You agree that, until Your subscription to the Services is terminated, You will continue to accrue charges for which You remain responsible, even if You do not use the service. In the event that legal action is necessary to collect on balances due, You agree to reimburse Us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. You agree that (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable
2. Payment. All payments due are in U.S. dollars. You may elect to use one of the following methods of payment:
1. Online Payment: You can provide payment online using Your PayPal Inc. account.
2. Direct Line Payment: You can call Our direct line to provide payment.
3. Suspension of Service. If any amount owing by You under this or any other agreement for Our services is 10 or more days overdue, 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. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 12.b , before suspending services to You. .If you are in breach of this Agreement, We may suspend your access to and use of the Services (a) immediately without notice if You are using the Services in any manner that We consider, in Our sole discretion, believe is or may be degrading or disrupting to the Services or (b) if You fail to cure a breach of any other obligation within 10 days of receiving notice of the breach from Us.
4. Taxes. Unless otherwise stated, Our fees do not include any 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.
6. Proprietary Rights
1. Reservation of Rights in Services. 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.
2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services except as authorized herein, (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.
3. Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.
7. Confidentality
1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential 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 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.
2. Protection of Confidential Information. 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) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
3. 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.
8. Warranties and Disclaimers
1. Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement
2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.c, 3.f, 3.g, 3.h, KOGNOZ S.A. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES, AND THE SERVICES IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICES FOR SALESFORCE AND ITS LICENSORS
9. Mutual Indemnification
1. Indemnification by Us We shall defend You against any claim, demand, suit, or proceeding 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 (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 40 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
2. Indemnification by You You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense. You shall indemnify and hold Invoices for Salesforce, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim arising from or related to Invoices for Salesforce’s access to, or manipulation, processing of the Your Data as is necessary to provide the Services.
3. Exclusive Remedy. This Section 9 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.
10. Limitation of Liability
1. Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR 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 5.
2. Exclusion of Consequential and Related Damages. 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.
11. Terms and Termination:
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 have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the date you subscribe online if you elect to provide payments online, or the start date specified in the applicable Order Form if you elect to provide payment calling our direct line, and continue for the subscription term specified therein. Except as otherwise specified herein or in the applicable 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 40 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
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 the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
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 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.
5. Surviving Provisions. Sections 5 , 6 , 7 , 8.b , 9 , 10 , 11.d , 12 and 13, shall survive any termination or expiration of this Agreement.
12. Notices, Governing Laws and Jurisdiction
1. General. You are contracting with Kognoz S.A.a registered company (RUT 215014970016 ) at Avenida 18 de Julio 959 Office 901, Montevideo, Uruguay. This Agreement shall be governed by the law of Uruguay without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the courts located in Montevideo, Uruguay
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). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
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.
13. General Provisions
1. 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.
2. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
3. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
4. 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.
5. 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 5.c .
6. 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 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.
7. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all 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 Order Form, the terms of such exhibit, addendum or 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 Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
