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vizCard Master Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES WHETHER PAID OR UNDER A FREE TRIAL.

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 ITS TERMS.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO SO BIND SUCH ENTITY, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. 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, or for any other benchmarking or competitive purposes.

This Agreement was last updated on September 24, 2015

.  It is effective between You and Us as of the date of Your acceptance.

1       DEFINITIONS

"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.  Any provision herein referring to “Us”, “We”, “Our” and the like is deemed to also include our Affiliates.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Non-vizCard Applications" means online and offline software products and/or services not provided by Us, that interoperate with the Services.

"Order Form" means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us.  The term “Order Form” also includes the online ordering process provided on Our website. All Order Forms shall reference, and are bound by this Agreement.

"Purchased Services" means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

"Services" means the products and services that are ordered by You (under either a free trial or an Order Form), and made available by Us online, including associated offline components as described in the User Guide. The term “Services” expresslyexcludes Non-vizCard Applications.

"User Guide" means the online vizCard user documentation for the Services, accessible at https://vizibility.zendesk.com/home as updated from time to time.

"Users" means individuals who are authorized by You to use the Services, for whom you have ordered subscriptions to the Services, 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 You, Your employees, consultants, contractors and agents, and third parties with which You transact business.

"We," "Us" or "Our" means ALL-STATE LEGAL as described in Section 13, and our Affiliates.

"You" or "Your" means the individual, company or other legal entity that you represent, and on behalf of which you have accepted this Agreement.

"Your Data" means all electronic data or information submitted by You to the Purchased Services.

2       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) a period of fifteen (15) days after the beginning of the free trial for which you are registered to use the applicable Service 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 UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.  IF YOU DO NOT PURCHASE A SUBSCRIPTION, YOUR FREE TRIAL WILL END, AND WE MAY AUTOMATICALLY DEACTIVATE YOUR ACCOUNT. 

NOTWITHSTANDING SECTIONS 9 AND 10, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OR INDEMNIFICATION FROM US.

Please review the User Guide during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

3     SERVICES

3.1    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.

3.2    User Subscriptions.  The Services are purchased as User subscriptions, and may be accessed by no more than number of Users specified in an Order Form.  You may add additional User subscriptions during the applicable subscription term at the same pricing as pre-existing subscriptions, prorated for the remainder of the subscription term.  Such added User subscriptions shall terminate on the same date as the pre-existing subscriptions.  Each User subscription is for a designated User only and may not be shared, however, such subscription may be reassigned to a new User.

3.3    Print Customers.  Customers that purchase physical business cards from ALL-STATE LEGAL will receive the vizCard Services hereunder at no extra charge as part of their physical business card purchase (“Print Customers”).

 

4     USE OF THE SERVICES

4.1    Our Responsibilities.  We provide free self-service and limited email support for all Users of the Services.  We will provide full email support (with one business day response time) and live support (available weekdays from 9:00 a.m. to 4:00 p.m. Eastern Time) to Print Customers at no additional charge.  We will also provide full email and live support to non-Print Customers for an additional charge.  We will use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: planned downtime, or unavailability caused by circumstances beyond Our reasonable control.  With respect to planned downtime, We will make best efforts to give at least 8 hours’ prior notice and to schedule during weekend hours from 9:00 p.m. Friday to 12:00 a.m. Monday Eastern Time.

4.2    Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (i) modify Your Data, (ii) disclose Your Data except: (a) to deliver the Services, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure), or (c) as expressly permitted in writing by You, or (iii) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

4.3    Your Responsibilities. You shall (i) be responsible for Your Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of 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) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) 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, (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.

4.4    Usage Limitations. Services may be subject to other limitations, such as, for example, limits on the number of calls You are permitted to make against Our application programming interface. Any such limitations are specified in the User Guide. The Services provide real-time information to enable You to monitor Your compliance with such limitations.

5     NON-VIZCARD APPLICATIONS

5.1    Availability of Non-vizCard Applications.  We may from time to time make third-party products or services available to You through the Services.  Your use of and exchange of data with such Non-vizCard Applications is solely between You and the applicable non-vizCard provider. We do not warrant or support Non-vizCard Applications, whether or not they are designated by Us as “certified” or otherwise. Subject to Section 5.3, no purchase of Non-vizCard Applications is required to use the Services, except regarding a supported computing device, operating system, web browser and Internet connection.

5.2    Non-vizCard Applications and Your Data. If You install or enable Non-vizCard Applications for use with the Services, You acknowledge that We may allow providers of those Non-vizCard Applications to access Your Data as required for the interoperation of such Non-vizCard Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-vizCard Application providers. The Services allow You to restrict such access by restricting Users from installing or enabling such Non-vizCard Applications for use with the Services.

5.3    Integration with Non-vizCard Applications.  The Services may contain features designed to interoperate with Non-vizCard Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Non-vizCard Applications from their providers. If the  Non-vizCard Application provider ceases to make the Non-vizCard Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.

6     FEES AND PAYMENT FOR PURCHASED SERVICES

6.1    Fees. You shall pay all fees specified in all Order Forms hereunder.  Except as otherwise specified in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term, and (iii) payment obligations are non-cancelable and fees paid are nonrefundable. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.

6.2    Invoicing and Payment.  If You are a single individual, You may purchase the vizCard subscription Services via PayPal.  If You are represent a company or multiple Users, please contact us so that we may assist you by preparing a vizCard Quote/Order Form that will specify the Services purchased, number or users, prices, subscription term, and any additional terms and conditions, and under which We will invoice You for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased User Subscriptions).  You will make payments monthly in advance or otherwise per the applicable 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 throughout the subscription term.

6.3    Overdue Charges.  If any charges are not received from You by the due date, then at Our discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

6.4    Suspension of Service and Acceleration.  If any amounts are 30 or more days overdue (or 10 or more days overdue in the case of credit card charges), We may, without limiting Our other rights and remedies, accelerate all Your unpaid fee obligations to be 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 before suspending Services to You.

6.5    Payment Disputes. We shall not exercise Our rights under Section 6.3 or 6.4 if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.6    Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments, including but not limited to value-added, sales, use or withholding taxes (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, You will pay such amounts unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes based on Our income, property and employees.

7     PROPRIETARY RIGHTS

7.1    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.

7.2    Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivative 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.

7.3    Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.

7.4    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.

7.5    Suggestions.  You grant to Us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users, relating to the operation of the Services.

8     CONFIDENTIALITY

8.1    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.  Confidential Information 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.

8.2    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. 

8.3    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.

9     WARRANTIES AND DISCLAIMERS

9.1    Warranties. We warrant that: (i) the Services shall perform materially in accordance with the User Guide, and (ii) subject to Section 5.3 (Integration with Non-vizCard Applications), the functionality of the Services will not be materially decreased during a subscription term.  In the event that You discover a material malfunction in the Services during the subscription term, we will promptly use commercially reasonable efforts to correct, cure or otherwise remedy, at Our option, such malfunction at Our sole expense.

9.2    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.

10   MUTUAL INDEMNIFICATION

10.1  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.  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 hereunder, (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 30 days’ written notice and refund to You any prepaid fees covering the remainder of the subscription term.

10.2  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.

10.3  Process.  Indemnification in this Section 10 is conditioned upon the indemnified party: (a) promptly giving written notice to the indemnifying party of the Claim Against it; (b) giving the indemnifying party sole control of the defense and settlement of the Claim; and (c) providing all reasonable assistance, at the indemnifying party’s expense.

10.4  Exclusive Remedy. This Section 10 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.

11   LIMITATION OF LIABILITY

11.1  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 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).

11.2  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, EXEMPLARY 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.

12   TERM AND TERMINATION

12.1  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.

12.2  Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified 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 30 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 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.

12.3  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.  For the avoidance of doubt, you understand and agree that this Agreement is terminated and expires upon your non-payment of the applicable fees for the current subscription term when due.

12.4  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.

12.5  Return of Your Data. Upon termination or expiration of a Purchased Services subscription, We shall have no obligation to maintain or provide any of Your Data and may thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

12.6  Surviving Provisions. Section 1 (Definitions), 6 (Fees and Payment for Purchased Services), 7 (Proprietary Rights), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of Liability), 12.4 (Refund or Payment upon Termination), 12.5 (Return of Your Data), 13 (Contracting Party, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.

13   CONTRACTING PARTY, NOTICES, GOVERNING LAW AND JURISDICTION

13.1  General. You are contracting with ALL-STATE International, Inc. (d/b/a ALL-STATE LEGAL).  ALL-STATE International, Inc. and all of its Affiliates, which shall be collectively referred to in this document as “ALL-STATE LEGAL”, “We”, “Us” or “Our”.   You should direct notices to Us at ALL-STATE International, Inc., One Commerce Drive, Cranford, NJ 07016-3571.

13.2  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.

13.3  Agreement to Governing Law and Jurisdiction. Each party agrees that this Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of New Jersey, without regard to choice or conflicts of law rules, and to the exclusive jurisdiction and venue of the applicable courts in New Jersey.

13.4  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. 

14   GENERAL PROVISIONS

14.1  Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

14.2  Anti-Corruption. 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 in violation of applicable laws. Reasonable gifts and entertainment or bundled services provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department.

14.3  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.

14.4  No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.5  Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

14.6  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.

14.7  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 6.2 (Invoicing and Payment).

14.8  Assignment.  You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Us (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.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.9  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.  In the event of any conflict between the provisions of this Agreement and an Order Form, the terms of the 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.

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