Copyright © 2018 by Nymity Inc. All rights reserved. All text, images, logos, trademarks and information contained in this document are the intellectual property of Nymity Inc. unless otherwise indicated. Reproduction, modification, transmission, use, or quotation of any content, including text, images, photographs etc., requires the prior written permission of Nymity Inc. Requests may be sent to: firstname.lastname@example.org.
Master Subscription Agreement – Terms of Service
Please read this Terms and Conditions of Service agreement (“Agreement”) carefully. Your use of the Services (as defined below) constitutes your agreement and this Agreement governs your acquisition and use of Nymity’s Services.
This Agreement is between you (“You”) and Nymity Inc. (“Nymity”) concerning the use of the online sites currently located at https://www.nymity.com and https://nymitytools.nymity.com (together with any successor site(s) “Service” or “Services”), which are operated and owned by Nymity Inc. (“Nymity”). This Agreement does not apply to the use of Nymity’s MoFo Notes product. Unless and until a written agreement is entered into between You and Nymity, all use of the Service, including all content, information, and services provided by Nymity, is subject to the following Terms and Conditions of Service and Disclaimer (“Terms”), which constitutes a legal agreement between you (“You”) and Nymity. Nymity reserves the right to unilaterally change these Terms on thirty (30) days notice to You.
By accepting these Terms, either by clicking to indicate Your acceptance or by executing an Invoice that references this Agreement, You agree to the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, you represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “You” and “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, You must not accept this Agreement and may not use the Services.
You may not access the Services if You are Nymity’s competitor, except with Nymity’s 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 April 4, 2018. It is effective between You and Nymity as of the date of You accepting this Agreement.
Each of the following words for this agreement has following meanings:
“Affiliate(s)” means an entity that controls, is controlled by, or is under common control with either Party.
“Agreement” means this Master Subscription Agreement.
“Content” means any current or future text, documents, data, applications, e-services, images, audio and video files created by or for Nymity and held in and provided through the Services. Examples of Content include, but are not limited to, Research References, the Nymity Privacy Compliance Report, and Nymity LawTables Reports.
“Documentation” means Nymity’s online user guides and help and training material as updated from time to time, accessible via login to the applicable Service.
“Invoice” means a document specifying the Services to be or that have been provided hereunder that is entered into between Nymity and You, including any addenda, quotation and schedules thereto.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, Trojan horses.
“Output” means the analytics, results, and related reports generated by Your use of the Service and based upon Your Data. Examples of Output include Your Attestor Score Card Results and Benchmarks Reports.
“Purchased Service(s)” means services that You purchase under an Invoice as distinguished from those pursuant to a free trial.
“User” means an individual who is authorized by You to use the Service, for whom subscriptions to a Service have been procured, and who have been supplied unique user identifications and passwords by You (or by Nymity at Your request). Users may include, for example, Your employees, consultants, contractors, agents, and third parties with which You transact business.
“Service(s)” means the products and services that are ordered by You and made available online by Nymity, including associated offline components, as described in the Documentation.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“Your Data” means all information submitted by You to the Services.
2. EVALUATION ACCESS
2.1 If You register on our website for or are provided by a Nymity representative with evaluation access, Nymity may make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the evaluation period for which You registered to use the applicable Service(s), (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) the termination by a Nymity representative, in their discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
2.2 As part of your evaluation access, You may enter Your Data into the Services and customize the Services for your preferences. During the free trial, Your Data will be handled and secured in accordance with these Terms. Where a subscription to the same or upgraded Services as those covered by the evaluation access is purchased, Your Data will be made available in the Purchased Services where possible. Where You choose not to purchase a subscription, or to subscribe to a lower level of Services, to ensure You do not lose any of Your Data at the end of the evaluation period, You may use the reporting features to export Your Data where applicable, prior to the end of the evaluation period. In cases where You choose not to purchase a subscription at the end of an evaluation period, You must delete or destroy any Content obtained through the Services.
2.3 During the evaluation access, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY, as further set out in Section 10 of this Agreement.
2.4. Please review the User Guide during the evaluation period so that You become familiar with the features and functions of the Services before You make Your purchase.
3. TERMS OF SERVICE
3.1 Provision of Purchased Service. During the Term, Nymity will: (a) provide to You basic support for the Service at no additional charge, and/or upgraded support if purchased, and (b) use commercially reasonable efforts to ensure the online Purchased Service is available twenty-four (24) hours a day, seven (7) days a week, except for: (i) planned downtime for the Service (of which, with the exclusion of the Service’s weekly update, Nymity will use commercially reasonable efforts to give at least eight (8) hours’ notice via the Service for major upgrades involving significant services outages; or (ii) any unavailability of the Service caused by circumstances beyond Nymity’s reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes, or other labor problem (other than those involving Nymity’s employees), or Internet-service-provider failure or delay, or denial of service attack.
3.2 Protection of Your Data. Nymity shall maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Nymity except as compelled by law or c) as You expressly permit in writing.
You are able to control what elements of Your Data, whether personal or confidential in nature, are provided to Nymity through its subscriptions. Nymity expressly discourages provision of sensitive personal data, and its services are not intended to store or manage personal data other than the business contact information necessarily required to maintain and manage a subscription service. In regards to any business confidential information, Nymity encourages You to take steps to protect Your Data by using links to repositories hosted within Your own infrastructure and environment, and by use of data minimization, and the use of pseudonymised or coded data elements.
3.3 Purchased Services Term Subscription. During the Purchased Services Term, subject to the terms of this Agreement, the applicable Invoice and your payment of fees, Nymity hereby grants to You a nonexclusive, non-transferable, non-sub licensable, revocable and limited subscription to: (a) access and use the Services; and (b) use, access and reproduce the Content and Output for internal business purposes in accordance with the Limitations on Usage set out in Section 4 (Your subscription to use Output generated and retained by You during the Purchased Services Term for Your internal business purposes shall survive expiration or termination of the Purchased Services Term).
3.4 Your Responsibilities. You are responsible for:
(a) ensuring Users’ compliance with this Agreement;
(b) the accuracy, quality and legality of Your Data and the means by which You acquired Your Data;
(c) using commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notifying Nymity promptly of any such unauthorized access or use;
(d) using Services and Content only in accordance with the Documentation and applicable laws and government regulations.
3.5 Modifications to the Service. Nymity may make modifications to the Service or particular components of the Service from time to time and will notify You of any material modifications through the Service. Nymity reserves the right to discontinue offering the Service at the conclusion of Your then current Purchased Services Term. Nymity shall not be liable to You nor to any third party for any modification of the Service as described in this Section 3.5.
4. LIMITATIONS ON USAGE
4.1 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Invoices. Unless otherwise specified, (a) a quantity in an Invoice refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content.
4.2 Usage Restrictions. To ensure the ongoing availability and quality of the Services and Content therein, You will not:
(a) without Nymity’s prior written permission, sell, reproduce, resell, duplicate, republish, distribute, display, transmit, rent, lease, sublicense, modify, translate, create derivative works of the Services or any Output, or otherwise exploit the Services, and any Content or Output, for commercial purposes.
(b) decompile, disassemble, reverse engineer or reverse assemble any portion of the Services or Output, or attempt to discover any source code or underlying ideas or algorithms of the Services;
(c) access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services;
(d) use the Services to store or transmit material in violation of third party privacy rights, or in other circumstances where You do not have a right to transmit the material under any law, contract or as a result of any fiduciary relationships (e.g., information protected under non-disclosure agreements).
(e) engage in large scale copying, downloading or duplication of Content or Output to facilitate non-renewal of the subscription, where a User is leaving the subscriber’s organization, or to facilitate or establish a competitive service offering.
(f) transmit unsolicited commercial or non-commercial email via the Services;
(g) use the Services to store or transmit software viruses or any other malicious code, files or programs;
(h) interfere with or disrupt the integrity or performance of the Services or third party data contained therein;
(i) use the Services in any manner that could harm, infect, take over, disable, overburden, or otherwise impair Nymity’s computer systems, including but not limited to servers, networks, and other components connected to or used for the Services;
(j) use any robot, spider, other automatic software or device, or manual process to monitor or copy the Services, or any Output or Content, without Nymity’s prior written consent.
(k) use any network monitoring or discovery software to determine the Service architecture, or extract information about usage, individual identities or users.
(l) interfere with any other party’s use and enjoyment of the Services;
(m) attempt to gain unauthorized access to the Services or their related systems or networks, including through hacking, password mining or any other means;
(n) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Output, without Nymity’s prior written consent, and with the exception of Nymity Templates;
(o) use the Service for any offers, displays or introduction of any obscene matter.
(p) use or otherwise export or re-export the Services or any portion thereof, or the Content in violation of local export control laws and regulations.
You may copy and share Content and Output among Users within Your organization for internal business purposes and not for any commercial use or gain, except where further copying and sharing is expressly permitted.
4.3 Usage Statistics and Aggregate Data
For the purposes of security, training and improvement to the Services, Nymity does generate usage statistics for each individual User, as well as aggregated usage statistics.
At a non-aggregated level, usage statistics are identifiable, such that Nymity can see activities relating to usage of a particular tool, but not what Content or content of Your Data has been accessed. For instance, usage information may reveal number of logins or number of searches performed, but not the content of the search terms or which search results are accessed.
In certain circumstances, where anomalous activity is revealed on Your account or patterns in User behaviour suggest that a User is violating this Agreement, and in particular the Usage Limitations set out in Sections 4.1 and 4.2, automated safeguards may be triggered that may result in Your being unable to access the Service(s). In such cases, Nymity will contact you to ensure your access has not been compromised and to help restore services.
Nymity creates aggregated statistics on usage of Content and employs measures to ensure that aggregate data is not identifiable. Aggregated statistics are used for the purpose of research to improve the Services for the future benefit of customers. For example, Nymity can determine how many users have accessed a particular piece of Content, but not which users did so. Nymity continues to use aggregated statistics to deliver future product improvements, even where You may no longer subscribe to the Services.
Additionally, Nymity may combine Your Data with the data of other Users to create aggregated reports and analysis (e.g., for the Benchmarks reports). None of the data analyzed or reported by Nymity will be associated with or identified to the names of individual companies. Only aggregate statistics will be published in reports generated from Nymity research.
4.4 Use of Third Party Software
(a) You acknowledge that NymityTools may include 3rd party software under license, including, but not limited to, InRule® from InRule Technology, Inc., embedded within NymityTools solely for Nymity’s use in NymityTools. You may only use the 3rd party software independent from NymityTools via a grant of license from the vendor of that software.
(b) You acknowledge and agree that Nymity or its licensors have and will retain all right, title, interest and ownership in and to any software contained in NymityTools (including, without limitation, InRule Technology, Inc.’s ownership of its InRule® Software) and any copies or updates or derivative works of NymityTools. You acknowledge that NymityTools and software contained therein (including the InRule® Software from InRule Technology, Inc.), and the terms of this Agreement constitute proprietary information and trade secrets of Nymity and its licensors, whether or not any portion thereof is or may be the subject of a valid copyright or patent. You agree to take all appropriate steps to ensure that persons having access to NymityTools or third party software included therein as may be permitted hereunder shall refrain from any unauthorized reproduction or disclosure of third party software included in NymityTools or any portion thereof.
(c) You shall not be permitted access to the source code or object code of any 3rd party software; access to such software shall be limited to the functionality it provides in NymityTools.
(d) You shall not:
(i) assign, sublicense, lease, encumber or otherwise transfer or attempt to transfer any third party software contained in NymityTools (including, without limitation, the InRule® Software from InRule Technology, Inc.) or any portion thereof, or any of the rights or obligations pursuant to this Agreement, without the prior written consent of any third party software owner, including InRule Technology, Inc.;
(ii) permit any third party to use or have access to NymityTools or any third party software contained therein (including, without limitation, the InRule® Software from InRule Technology, Inc.), whether by timesharing, networking or any other means;
(iii) modify, adapt, translate, reverse engineer, decompile or disassemble any third party software contained in NymityTools (including, without limitation, the InRule® Software from InRule Technology, Inc.), other than to the extent Nymity is required by law to permit You to do so;
(iv) possess or use any third party software contained in NymityTools (including, without limitation, the InRule® Software from InRule Technology, Inc.) or any portion thereof, other than in machine readable object code;
(v) distribute or make any copies of any third party software contained in NymityTools (including, without limitation, the InRule® Software from InRule Technology, Inc.);
5. FEES AND PAYMENT FOR PURCHASED SERVICES
5.1 Fees. You agree to pay fees as set out in Invoice. Except as otherwise specified herein or in an Invoice, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
5.2 Invoicing and Payment Invoices for fees shall be rendered to You on the relevant invoice dates set out in the Invoice and shall fall due and payable to Nymity thirty days (30) hereafter. You shall provide accurate, current, and complete information on Your legal business name, address, email address, and phone number, and maintain and promptly update this information if it should change.
5.3 Overdue Charges. If any invoiced amount is not received by Nymity by the due date, then without limiting Nymity’s rights or remedies, (a) those 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, and/or (b) We may condition future subscription renewals and Invoices on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).
5.4 Suspension of Service. Nymity reserves the right to suspend Your and any of Your Affiliates’ access to and/or use of the Service for any accounts (i) for which any payment is due but unpaid but only after Nymity has provided You two (2) delinquency notices, and at least thirty (30) days have passed since the transmission of the first notice, or (ii) for which You have not paid for the renewal term and have not notified Nymity of Your desire to renew the Service by the End Date of the then current term. The suspension is for the entire account and You understand that such suspension would therefore include Affiliate sub-accounts. You agree that Nymity shall not be liable to You or to any of Your Affiliates or other third party for any suspension of the Service pursuant to this section.
5.5 Taxes. All fees are expressed exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added tax.
5.6 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Nymity regarding future functionality or features.
6. PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Intellectual Property Rights. You agree that all rights, title, and interest in and to all intellectual property rights in the Service are owned exclusively by Nymity or its licensors, with the exclusion of Your Data. Except as provided in this Agreement, the subscription granted to You does not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Nymity. Nymity service trademarks, logos, and products are marks of Nymity respectively (the “Nymity Marks”). You agree not to display or use the Nymity Marks in any manner without Nymity’s express prior written permission.
You agree that the technology, Content and Output provided in the Service, including, but not limited to text, publications, papers, compliance kits, analysis, reviews, advisories, interviews, newsletters, articles, opinions, views, graphics, images, HTML code, multimedia clips, source or compiled code, and the selection and arrangement of information (“Materials”), are protected by copyright, trademark, service marks, patents and other intellectual property rights and laws under both Canadian and foreign jurisdictions. Unauthorized use of the Materials may violate copyright, trademark, patent and other laws. You must retain all copyright and other proprietary notices contained in the original Materials on any copy You make of the Materials, except with respect to Nymity Templates. Nymity and its licensors retain all proprietary rights and intellectual property rights to that content and technology. Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring any license or right, by implication, estoppels or otherwise under copyright or other intellectual property rights.
6.2 License by You to Use Feedback. Nymity shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by You, including users, relating to the operation of the Service.
7. NOT LEGAL ADVICE
Content and Output is not intended to and does not constitute legal advice and no attorney-client relationship is formed, nor is anything submitted to this Service treated as confidential, except as provided in Section 9. The information provided is not a substitute for legal or other professional advice. The accuracy, completeness, adequacy or currency of the Content is not warranted or guaranteed. Your use of Content on this Service or materials linked from this Service is at your own risk.
8. LINKS TO OTHER SITES
The Services may contain links to other sites as well as e-mail links. These links are provided solely as a convenience to you. These other sites were independently developed by parties other than Nymity and Nymity assumes no responsibility for the accuracy or appropriateness of the information contained in such sites. The inclusion of any link to another site does not imply endorsement by Nymity. Any mention of another party or its product or service in Nymity’s Services should not be construed as an endorsement of that party, its products, and/or services. If you decide to access linked third party web sites, You do so at your own risk.
9.1 Confidentiality. For purposes of this Agreement and in accordance with Canadian law, “Confidential Information” shall include the terms of this Agreement, Your Data, commercial terms such as subscription levels, invoice and pricing data, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the parties regarding the Service and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient; (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient.
9.2 Nymity and You Agree: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by You; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation.
10. REPRESENTATION, LIMITATIONS OF LIABILITY AND DISCLAIMER
10.1 Representation. Subject to the limited rights expressly granted hereunder, Nymity reserves all of its right, title and interest in and to the Services, including all of its related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
10.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
10.3 Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT PAYMENT OBLIGATIONS UNDER SECTION 3 (FEES AND PAYMENT FOR PURCHASED SERVICES) OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.
10.4. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
You agree to indemnify, defend and hold Nymity, its officers, directors, employees, affiliates, agents, licensors, suppliers and any third party information providers to the Service harmless from and against all claims, losses, intellectual property rights, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or related to any use of the Service, or of any content, data, or documentation received through the Service by You, regardless of any form of action.
12. TERM AND TERMINATION
12.1 Purchased Services Term. The term of each subscription for Service(s) shall begin on the date of acceptance of services. If either party wishes to terminate this subscription, either party shall give the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.
12.2 Termination and Expiration. Either party may immediately terminate this Agreement and all Invoices issued hereunder in the event the other party commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of written notice from the non-breaching party. Upon termination or expiration of this Agreement, You shall have no rights to continue use of the Service(s).
12.3 Refund or Payment upon Termination If this Agreement is terminated by You for any reason other than a termination expressly permitted by this Agreement, then Nymity shall be entitled to all of the fees due under this Agreement for the entire Term.
12.4 Your Data Portability and Deletion. You agree that following termination of Your account and/or use of the Service, Nymity may immediately deactivate Your account and that following a reasonable period of not less than 90 days shall be entitled to delete Your account. Aggregate usage statistics, which are not identifiable, may survive account deactivation and deletion. You agree to delete or destroy any Content obtained through the Services, unless prior written approval is obtained from Nymity to retain the Content.
12.5. Surviving Provisions. The Sections titled “Fees and Payment for Purchase Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Your Data Portability and Deletion,” “Governing Law and Jurisdiction,” and “Assignment” shall survive any termination or expiration if this Agreement.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Invoices), without the other party’s consent if in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14. GOVERNING LAW AND JURISDICTION
This Agreement will be governed by and construed in accordance with the laws of Ontario, Canada. You agree to jurisdiction of the Ontario Court for all disputes concerning in any manner the subject matter of this Agreement.