Giggio Service Agreement

Effective Date: 25th May 2018

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THIS AGREEMENT (“AGREEMENT”) GOVERNS YOUR PURCHASE AND ONGOING USE OF THE GIGGIO SERVICE. IF YOU TRIAL OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THE TEMPORARY USE OF GIGGIO. 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.

Your attention is drawn in particular to the following:
• Your responsibility to ensure correct use of your contracts in Section 4.3 and the need to obtain professional advice before using our sample contracts in 4.4.
• The auto-renew provisions in Section 12.2
• Our right to make changes to these terms under Section 14.8

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on 20th May 2018. It is effective between You and Us as of the date of You accepting this Agreement.

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.

“Contract” means a contract generated, submitted or uploaded by You for processing by means of the Services.

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

"Order Form" means the ordering documents for purchases under this Agreement, including amendments to it, that are entered into between You and Us from time to time. Order Forms shall be deemed incorporated into this Agreement by reference.

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

"Services" means the online, Web-based applications and platform provided by Us via gigg.io and/or other designated websites as described in the User Guide, that are ordered by You as part of a free trial or under an Order Form, including associated offline components but excluding Third Party Applications.

"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 Maps and Postcode Lookup.

"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, contractors and agents; or third parties with which You transact business.

"We," "Us" or "Our" means Giggio Limited, a company registered in England and Wales under company number 07494249, whose registered office is at 3rd Floor, 86-90 Paul Street, London EC2A 4NE

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement.

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

2. Free Trial

We will make our Service available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering 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. NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY. WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMISATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE RETAINED 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.

3. Purchased Services

3. 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. 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. The right to access the Services is granted to You only, and (if You are a company or other corporate entity) shall not be considered granted to any subsidiary or holding company.

4. Use of the Services

4.1 Our Responsibilities. We shall:
(i) provide to You basic email support for the Purchased Services at no additional charge;and
(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 Your contact email and which We shall schedule to the extent practicable during the hours from 1:00 a.m. GMT to 8:00 a.m. GMT), 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 labour problems (other than those involving Our employees), or Internet service provider failures or delays.

4.2. 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;
(iv) use the Services only in accordance with the User Guide and applicable laws and government regulations; and
(v) ensure that the maximum number of Users that you authorise to access and use the Services does not exceed the number of Users in respect of which you have purchased a subscription.
You shall not
(a) make the Services or use of the Services available to anyone other than Users;
(b) sell, resell, rent or lease or otherwise commercially exploit access to the Services;
(c) allow any User subscription to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Services;
(d) use the Services to access, store, distribute or transmit any material which (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; (vi) is Malicious Code; or (vii) is otherwise illegal or causes damage or injury to any person or property, and We reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this Section;
(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.

4.3 Contracts. The Services are designed and configured for the facilitation of Contracts in the English language, subject to English law, between parties in the United Kingdom (“English Contracts”). You acknowledge that You shall be responsible for verifying the compliance of the Services with any formalities or other requirements applicable to such other contracting activity. We give no warranty and make no representations in relation to the suitability of the Services for use in respect of any Contracts other than English Contracts. We are not responsible for determining legal or regulatory requirements applicable to You in respect of retention or deletion of Contracts. You undertake to determine whether any person correctly classified as a ‘consumer’ under applicable law is a party to any Contract, and for complying with any formalities or other requirements applicable as a result of such consumer status. You acknowledge that We are in no way responsible for validating any electronic signatures or the identity of the relevant signatories.

4.4 Sample Contract Terms. We may provide example documents to help inform Your choice of contract terms for agreements you execute by means of Giggio (Sample Terms). The Sample Terms are provided for general information purposes only – they’re intended to give You an idea of the general types of document which might be useful for you. They’re not geared toward your particular circumstances. Your use of any of the Sample Terms is therefore at your own risk, and you should not use any of these Sample Terms without first seeking legal and other professional advice. The provision of these Sample Terms (and the documents themselves) do not constitute legal advice or opinions of any kind, or any advertising or solicitation. No lawyer-client, advisory, fiduciary or other relationship is created between Giggio Ltd and any person accessing or otherwise using any of the Sample Terms. Neither We nor our directors, will be liable for any damages, losses or causes of action of any nature arising from any use of any of the Sample Terms or the making available to You of these Sample Terms.

5. Third-Party Applications

5.1. You acknowledge that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via Third Party Applications and that You do so solely at Your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Applications, or any transactions completed, and any contract entered into by You, with any such third party. We recommend that You refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the Third Party Applications made available via the Services.

5.2 Service features that interoperate with services provided by a third party are dependent on the continued availability of those services. We make no warranty that any such service shall be available throughout the subscription term. Without limitation, (i) Google services (for example, Google Maps) depend on the continuing availability of the Google API and program for use with the Services (ii) the postcode lookups are powered by ‘Ideal Postcodes’ which is a trading name of IDDQD Limited; and (iii) the ‘Quick Address Lookups’ are powered by PCA Predict, which is the trading name of Postcode Anywhere (Europe) Ltd. If any of those providers ceases to make their service available on reasonable terms for the Services, 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. User Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form,
(i) fees are quoted and payable in Great British Pounds;
(ii) fees are based on services purchased and not actual usage;
(iii) payment obligations are non-cancellable and fees paid are non-refundable; and
(iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. 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. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is overdue, We may, without limiting Our other rights and remedies, (i) accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and (ii)suspend Our services to You until such amounts are paid in full. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6.3. Payment Disputes. At our discretion, We shall not exercise Our rights under 6.2 (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

6.4. 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. You shall make all payments under this agreement without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, You shall, when making the payment to which the withholding or deduction relates, pay to Us such additional amount as will ensure that We receive the same total amount that We would have received if no such withholding or deduction had been required.

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 derivate works based on the Services;
(iii) copy, frame or mirror any part or content of the Services;
(iv) use the Services otherwise than for Your own internal business purposes;
(v) reverse engineer, de-compile, reverse compile, disassemble, or otherwise reduce to human-perceivable form all or any part of the software applications that are used by Us to deliver the Services (except to the extent that such prohibition is not permitted by applicable law); or
(vi) 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. Ownership of Your Data. As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.

7.4. Suggestions. We shall 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.

8 Confidentiality; Your Data

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. However, Confidential Information (other than Your Data) shall not include any information more than three years since its disclosure under this Agreement, or 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 without reference to the Confidential Information.

8.2. 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) not to 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 have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

8.3. Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. You acknowledge that despite our use of such safeguards, We (like any Internet-based service provider) are unable to guarantee that Your Data will be free from the risk of unauthorised third party access. We take no responsibility and assume no liability for the security, confidentiality or integrity of Your Data other than Our express security obligations in this Section. We shall not:
(a) modify Your Data;
(b) disclose Your Data except as compelled by law in accordance with Section 8.5 (Compelled Disclosure) or as expressly permitted in writing by You; or
(c) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.

8.4 In the event of any loss or damage to Your Data, Your sole and exclusive remedy shall be for Us to use reasonable commercial endeavours to restore the lost or damaged Your Data from any back-up of Your Data maintained by Us. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party (except those third parties sub-contracted by Us).

8.5. 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.

8.6 If We process any personal data comprised in Your Data on Your behalf when performing Our obligations under this agreement, You and We record our intention that You shall be the data controller and We shall be a data processor and in any such case:
(a) You acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where You and the Users are located in order to carry out the Services and Our other obligations under this agreement;
(b) You shall ensure that You are entitled to transfer the relevant personal data to Us so that We may lawfully use, process and transfer the personal data in accordance with this agreement on Your behalf;
(c) You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(d) We shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by You from time to time; and
(e) as from 25 May 2018, Our Additional Data Processing Terms [available here] shall apply to this Agreement.

9 Warranties and Disclaimers

9.1. Our Warranties. We warrant that (i) the Services shall perform materially as advertised, and (ii) subject to Section 5 (in respect of third party services), the functionality of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 12.3 (Termination for Cause) and Section 12.4 (Refund or Payment upon Termination) below. The warranties in this Section 9 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Our instructions, or modification or alteration of the Services by any party other than Us or Our duly authorised contractors or agents.

9.2. Mutual Warranties. Each party represents and warrants that:
(i) it has the legal power to enter into this Agreement; and
(ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

9.3. 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.

10 Indemnification by You

10.2. You shall defend Us against any Claim made or brought against Us by a third party arising out of or in connection with Your use of the Services, and shall indemnify Us for any damages finally awarded against, and for reasonable legal 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 defence and settlement of the Claim (provided that You may not settle any Claim without Our consent unless the settlement unconditionally release Us of all liability); and
(c) provide to You all reasonable assistance, at Our expense.

11. Limitation of Liability

11.1 Nothing in this agreement excludes the liability of Us:
(a) for death or personal injury caused by Our negligence; or
(b) for fraud or fraudulent misrepresentation.

11.2 Subject to Section 11.1:
(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any of the following:
(i) loss of profits, loss of business, depletion of goodwill and/or similar losses, or
(ii) loss or corruption of data or information, or
(iii) for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the greater of £180 (one hundred and eighty pounds sterling) or the total sums paid to Us in respect of Your use of the Services during the 12 months immediately preceding the date on which the claim arose.

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. 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.

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 14 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 (or any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which You are subject that has an effect equivalent or similar to any of such events mentioned in this sub-Section 12.3(ii)).

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. Without prejudice to clause 12.5 below, We may delete Your Data at any time following termination.

12.5. Return of Your Data. Upon request by You made within 14 days after the effective date of termination of a Purchased Services subscription, We will use all reasonable endeavours to make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 14-day period, 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.

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

13. Governing Law and Jurisdiction

13.1. General. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

13.2. 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. 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.

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

14.3. 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.

14.4. Severability. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

14.5. Legal Fees. You shall pay on demand all of Our reasonable legal fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 6.1 (User Fees).

14.6. Assignment. You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under this agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under this agreement.

14.7. Entire Agreement. This Agreement, including all 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. Except as otherwise specified in Section 14.8, 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. We and You acknowledge each that in entering into this agreement we do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

14.8 Changes to this Agreement. We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website. We may provide you with notice of any changes through the Services, via email, or through other means. Your use of the Services after a change has taken effect, constitutes your acceptance of the terms of the modified Agreement.