Terms of service
This Customer Agreement (this “Agreement”), is concluded between SC Orgo Informatics SRL, a limited liability company with registered address at Str. Gheorghe Grigore Cantacuzino nr 14, Ploiești registration no. J29/2796/2019, fiscal code 41650396. (“Orgo”, “We” or “Us”) and you or the entity you represent (“You”).
Orgo and You are hereinafter referred to jointly as the “Parties” and individually as a “Party”.
This Agreement governs Your use of the Services, as defined below.
The following terms shall have the following meaning:
(a) “Orgo Content” means Content we make available in connection with the Services and/or on the Orgo Site, to allow access to and use of the Services, including Documentation, sample code, software libraries and other related technology.
(b) “Orgo Site” means orgo.space and any successor or related website, as indicated by us.
(c) “Content” means all software, text, files, images, graphics, illustrations, information, data audio, video, photographs and other content and material, in any format.
(d) “Cloud Provider” means a provider of cloud computing services.
(e) “Documentation” means the developer guides, getting started guides, cloud synchronization guides, management resources guides, and other technical and operations manuals and specifications for the Services located at https://docs.orgo.space/ , or otherwise provided by Orgo, as such documentation may be updated by us from time to time.
(f) “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under Your account.
(g) “Permitted Use” means the rules outlined in Clause 4.3 .
(i) “Services” means the web services made available by Us (including any associated application program interface), the Orgo Content, the Orgo Site, and any other product or service provided by us under this Agreement. Services do not include Third Party Content.
(j) “Term” means the term of this Agreement described in Clause
(k) “Third Party Content” means Content made available to you by any third party on the Orgo Site or in conjunction with the Services.
(l) “Your Content” means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.
(m) “Your Data” means all electronic data or information submitted by You to the Services, including but not limited to any access keys required to access Cloud Provider services.
2. Rights granted
2.1 For the Term of the Agreement and subject to Your payment obligations, and except as otherwise set forth in this Agreement, You have the non-exclusive, non-assignable right to access and use the Services that You ordered, solely for Your internal business operations and subject to the terms of this Agreement and any other policy or rules applicable to the Services. You may allow End Users to use the Services for this purpose and You are responsible for the End Users’ compliance with this Agreement.
2.2 You may access and use the Services solely in accordance with this Agreement. You will adhere to all laws and regulations applicable to Your use of the Services, including any terms or policy agreed between You and Orgo. You will (i) be responsible for Your compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and any information or software code You enter or use through the Service, and (iii) use reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use.
2.3 Services may be subject to limitations, such as, for example, the number of users or of servers you may run. In addition, You acknowledge and agree that We may monitor Your use of the Services and collect data regarding such use for, among other purposes, maintaining and improving the Service, assuring Your compliance with Our usage limitations and guidelines, and for ensuring that the Service is not being used for illegal purposes. To the extent that We discover or become aware that You are using the Services in contravention of this Agreement, or in any manner proscribed by applicable law, We reserve the right to deny You continued access to the Service and to terminate your account.
2.4 You shall not (a) make the Services available to any third party, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libellous, 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, (f) create derivative works based on the Services, (g) copy, frame or mirror any part or content of the Services (h) reverse engineer the Services, or (i) attempt to gain unauthorized access to the Services or their related systems or networks. You may not use the Services to build a competitive product or service to the Services.
2.5 Third Party Content, such as software applications provided by third parties, may be made available directly to You by Us or by other companies or individuals under separate terms and conditions. You acknowledge that We may allow providers of third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers. Your use of any Third Party Content is at your sole risk.
3. Term and termination
3.1 This Agreement takes effect at the earliest of (i) you use the Services, (ii) you sign this Agreement; (iii) you click a button or checkbox expressly stating that you accept to be bound by this Agreement (the “Effective Date”). The Term of this Agreement will commence on the Effective Date and will remain in effect until terminated according to Clause 3.2 below.
3.2 The Agreement may be terminated as follows:
(a) Expiry of the Term , if a certain Term was agreed by the Parties.
(b) Mutual written consent of the Parties .
(c) Termination for Convenience . You may terminate this Agreement for any reason by (i) providing Us 60 days advance notice and (ii) closing your account for all Services for which we provide an account closing mechanism. Orgo may terminate this Agreement for any reason by providing You 60 days advance notice.
(d) Termination for Cause . Either Party may terminate this Agreement for cause upon 30 days advance notice to the other Party in case of material default or breach of this Agreement by the other Party, unless the defaulting Party has cured the material default or breach within the 30 days notice period. Orgo may also terminate this Agreement immediately upon notice to You (A) if our relationship with a third party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the Services, (B) if we assess that providing the Services could create a substantial economic or technical burden or material security risk for us, (C) in order to comply with the law or requests of governmental entities, or (D) if we determine that our provision of any of the Services to You or any End Users has become impractical or unfeasible for any legal or regulatory reason.
3.3 Upon any termination of this Agreement: (i) all Your rights under this Agreement immediately terminate; (ii) You remain responsible for all fees and charges you have incurred under the Agreement until termination, including the ones for in-process tasks completed after the date of termination; (iii) you will immediately return or, if instructed by us, destroy all Orgo Content in your possession; and (iv) all terms of this Agreement that contain continuing obligations shall survive its expiration or termination.
4. Your obligations
4.1 Content. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for: (a) the technical operation of Your Content; and (b) compliance of Your Content with this Agreement, the Permitted Use and any other applicable policies and the law. You will provide information or other materials related to Your Content as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content.
4.2 Content security. You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security , protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. Orgo login credentials are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
4.3 Permitted Use
You may not use, or instruct, encourage or enable others to use, the Services for any illegal, harmful or offensive activity or to transmit, store, display, distribute or otherwise make available any content that is illegal, harmful or offensive. Prohibited activities and content include: any illegal activities, such as advertising, facilitating or disseminating child pornography; activities that may menace, harass or be harmful to others, including offering or disseminating fraudulent goods, services, schemes, or promotions or engaging in other deceptive practices; posting content that infringes or misappropriates the intellectual property or proprietary rights of others or that is false, defamatory, obscene, abusive, promotes bigotry, racism, hatred or harm, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts; and posting content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include: accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System, monitoring of data or traffic on a System without permission.
We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials , regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information.
4.4 End User violations. You are responsible for End Users’ use of Your Content and the Services. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Services.
4.5 Content removal. If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services in accordance with the terms set forth in this Agreement. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, or as required to comply with any law or judicial, regulatory or other governmental order or request. In the event that we remove content without prior notice, we will provide prompt notice to you unless prohibited by law.
5. Security and Privacy
5.1 Without limiting Clause 12 or your obligations under Clause 4, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
6. Cloud Service Providers
6.1 Some of Our Services enable you to run and manage applications on third party cloud computing platforms provided by one or more Cloud Providers. Our Services are offered separate from, and irrespective of, the Cloud Provider(s) accounts which you establish (“Cloud Provider Accounts”). You are responsible for selecting and paying for any fees charged by Cloud Providers for Your Cloud Provider Accounts. The specific Services offered by Us pursuant to this Agreement are not offered unless and until You have established Your own Cloud Provider Account with one or more Cloud Providers.
7. Fees and Payment
7.1 We calculate and invoice fees and charges monthly or annually. You will pay us the applicable fees and charges for use of the Services as described on the Orgo Site using one of the payment methods we support. We may increase or add new fees and charges for any existing or new Services and such will be effective when we post updated fees and charges on the Orgo Site, unless we expressly state otherwise in a notice. For customized Services, we may agree on different fees and payment terms, on a case by case basis.
7.2 If any payments for due amounts are not received from You by the due date (except charges under reasonable and good faith dispute), then at Our discretion, such amounts due may accrue late interest at the rate of 1% of the outstanding balance per each day of delay, from the date such payment was due until the date of payment.
7.3 If any amounts due by You under this or any other agreement for Services is 30 or more days overdue (except charges under reasonable and good faith dispute), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.
7.4 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.
7.5 From time to time, we may offer free or discounted pricing covering certain usage of the Services (“Special Pricing”). We may discontinue or stop accepting new sign-ups for Special Pricing at any time. Standard charges will apply after a Special Pricing offer ends or if you exceed the limitations specified for the Special Pricing. You must comply with any additional terms, restrictions, or limitations for the Special Pricing offer as described in the offer terms or on the pricing page for the eligible Service(s). You may not access or use the Services in a way intended to avoid any additional terms, restrictions, or limitations (e.g., such as establishing multiple accounts in an attempt to claim additional Special Pricing benefits) and we may immediately terminate your account if you do so.
8. Temporary suspension
8.1 We may suspend Your or an End User’s right to access or use any portion or all of the Services immediately upon notice to You if we determine: (a) Your or an End User’s use of or registration for the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or the systems or Content of any other Orgo customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent; (b) you are, or any End User is, in breach of this Agreement, including if you failed to comply with your payment obligations for more than 15 days ; or (c) you have ceased to operate in the ordinary course, or made an assignment for the benefit of creditors or similar disposition of your assets.
8.2 If we suspend your right to access or use any portion or all of the Services: (a) you remain responsible for all fees and charges you have incurred through the date of suspension; (b) you remain responsible for any applicable fees and charges for any Services to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; and (c) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement. Our right to suspend your or any End User’s right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Clause 3.2.
9.1 All Confidential Information referred to in this Clause 9 , and any other Confidential Information exchanged between the Parties in connection with this Agreement, shall be treated as confidential by the party receiving such information (the “Receiving Party”), and shall not be disclosed by it to any third party unless the party that provided such information, data or materials (the “Disclosing Party”) has given its prior consent to such disclosure, such consent not to be unreasonably withheld.
9.2 For the purposes of this Agreement:
(a) “Confidential Information” shall mean and include:
(i) Trade Secrets and Technical Information (as hereinafter defined),
(ii) other information relating to this Agreement or otherwise obtained in connection with the provision of the Services and is of a confidential and/or proprietary nature,
(iii) other information which belongs to the Disclosing Party and is of a confidential and/or proprietary nature,
whether written or oral, and including, but not limited to ideas, concepts, methods etc., received by the Receiving Party from the Disclosing Party or to which the Receiving Party gains access from the Disclosing Party, and which relate to the business, technology, products, marketing and/or activities of the Disclosing Party or any of its subsidiaries or proposed acquisition targets, including but not limited to all copies, excerpts, modifications, translations, enhancements and adaptations of all the foregoing, whether made by the Receiving Party or otherwise, 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;
(b) “Trade Secrets” shall include, but not be limited to, technical and/or business information and concepts embodied in all drawings, designs, technical manuals, plans, proposals, market evaluations, marketing strategy, business plans, marketing and sales plans, customer lists, financial information, costs, pricing information and product application data, owned or developed by the Disclosing Party, including the interest or the involvement of the parties hereto in any business relationship referred to in the preamble hereof; and
(c) “Technical Information” shall mean all technical information, including but not limited to source code, object code, documentation, manuals, product plans, technical know-how, technical data, performance data, product specifications and other information of a technical nature whether or not contained or incorporated in drawings, photographs, memoranda, operational documents, models, prototypes, designs, quality control and test charts, manuals and methods..
9.3 Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services.
9.4 Confidential Information shall not include any information that:
(a) is already known to the Receiving Party as of the date of disclosure other than as a result of a breach of this Clause 9 ;
(b) is already in possession of the public or becomes available to the public other than through the act or omission of the Receiving Party;
(c) is developed independently by the Receiving Party without the use of any Confidential Information;
(d) is acquired independently from a third party, which is under no legal obligation known to the Receiving Party prohibiting such disclosure; or
(e) is required to be disclosed pursuant to any applicable law, decree, regulation, rule or order of any competent authority.
9.5 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 (i) has a clear, demonstrable andbona fideneed to know the same and (ii) has been advised of the confidentiality restrictions applicable to the Receiving Party (in respect of such Confidential Information) under this Agreement, and (A) has agreed with the Receiving Party to comply with the restrictions on the disclosure of such Confidential Information applicable to the Receiving Party under this Clause or (B) is otherwise subject to an obligation of confidence to the Receiving Party.
9.6 Notwithstanding any other provision of this Agreement, the Contractor may provide a copy of the relevant parts of this Agreement or the whole, if required, to any Romanian government authority who requests such copies in connection with the procurement of any license or similar permission by the Contractor in connection with the conduct of Services hereunder.
9.7 In the event that any Receiving Party (or any representative of the Receiving Party that has received the Confidential Information) is required by applicable law, decree, regulation, rule or order of any court or other competent authority to disclose any Confidential Information supplied to it by any Disclosing Party, the Receiving Party shall promptly notify in writing the Disclosing Party, so that the Disclosing Party may seek an appropriate protective order and/or waive the Receiving Party’s compliance with the confidentiality requirement. In the event that such protective order or other remedy is not obtained, then the Receiving Party shall (and, if a representative of the Receiving Party is subject to the applicable requirement, shall cause such representative to) furnish only that portion of such Confidential Information that is legally required to be disclosed.
9.8 By way of design of the Services, we have no access to Your Data, except the data generated by the End Users through the use of the Services.
10. IP & Proprietary Rights
10.1 Subject to the 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.
10.2 You or Your licensors own all right, title and interest in and to Your Content. Except as provided in this Agreement, We obtain no rights under this Agreement over Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Services to You. We may disclose Your Content to provide the Services to you or any End Users or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
10.3 All licenses granted to you in this Agreement are conditional on Your continued compliance with this Agreement and will immediately and automatically terminate if You do not comply with any term or condition of this Agreement.
11.1 You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) Your or any End Users’ use of the Services (including any activities under your Orgo account and any use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by You or any End User; (c) Your Content or the combination of Your Content with other software, data or any material, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User.
11.2 We will promptly notify You of any claim subject to Clause 11.1, but our failure to promptly notify You will only affect Your obligations under Clause 11.1 to the extent that our failure prejudices Your ability to defend the claim. You may settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement that might affect us. We may also assume control of the defence and settlement of the claim at any time, if We deem it is in our best interest to do so.
12.1 The Services are provided “as is”. We and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Services or the third party content, including any warranty that the Services or third party content will be uninterrupted, error free or free of harmful components, or that any content, including Your Content or the third party content, will be secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of any course of dealing or usage of trade.
13. Limitation of liability
13.1 To the extent permitted under the applicable law, We and our affiliates or licensors will not be liable to You for any direct, indirect, incidental, special, consequential damages (including damages for loss of profits or revenue, data or data use). Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the Services, including as a result of any (i) termination or suspension of this Agreement or of the Services, (ii) our discontinuation of any or all of the Services, or, (iii) any unanticipated or unscheduled downtime of all or a portion of the Services for any reason, including as a result of power outages, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the Services; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content or other data.
13.2 In any case, Our and Our affiliates’ and licensors’ aggregate liability under this Agreement will in no event exceed the amounts you actually paid Us under this Agreement for the Service that is subject to the claim, in the 12-month period immediately preceding the event giving rise to such claim.
14. Governing Law and Dispute Resolution
14.1 This Agreement and any non-contractual obligations arising out of or in connection herewith shall be governed by and construed in accordance with the laws of Romania.
14.2 The Parties will use reasonable efforts to resolve any and all contractual or other disputes or claims arising out of or in connection with this Agreement, including but not limited to any questions regarding its existence, performance, breach, validity or termination thereof (the “Dispute”) by amicable discussions between the parties. In the event of a Dispute, either party shall serve a written notice upon the other Party (the “Dispute Notice”) proposing that the parties seek to resolve the Dispute by amicable negotiation. If a Dispute is not amicably settled within 15 (fifteen) days as of the receipt of the Dispute Notice, either party may require that senior management of each Party meet in person or by phone within 15 (fifteen) days to attempt to resolve the Dispute.
14.3 If a Dispute is not amicably settled within 30 (thirty) days as of the receipt of the Dispute Notice, such Dispute shall at the request of either party, to the exclusion of the ordinary courts, be exclusively submitted to arbitration for final resolution by the Bucharest International Arbitration Court in accordance with its Rules of Arbitration by 3 (three) arbitrators appointed in accordance with these rules.
14.4 The place of arbitration shall be Bucharest, Romania. The language of arbitration shall be English, however oral hearings may take place in Romanian language. The arbitral award shall determine the liability of the parties as to the costs incurred by the parties. The arbitral award will be final and binding, and enforceable against the parties, subject to the mandatory procedures of the applicable law.
14.5 The provisions of this Agreement relating to arbitration shall continue in force notwithstanding the termination of this Agreement.
15.1 All notices required or permitted under this Agreement which are to be delivered to Us should be addressed to the address indicated on Our website at the time of delivery of the notice.
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and delivered via courier, postal mail or email. Notices will be deemed communicated upon receipt, provided that receipt of any such notice is verified through commercially reasonable means. In addition to giving notice via the foregoing methods, both parties agree that either Party may give notice to the other by operation of the Services or the applications offered by Us through the Services.
16.1 Your representations . You represent that you are lawfully able to enter into this contract. 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, its affiliates and all users who access our Services through your account to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity and 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.
16.2 Any changes, modifications or amendments to this Agreement shall be made only by mutual consent in writing between the Parties. No amendment of this Agreement shall be valid unless it is in writing, signed by both Seller and Buyer.
16.3 The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by the law does not constitute a waiver of that right or remedy or of any other rights or remedies that may be available. No single or partial exercise of a right or remedy provided by this Agreement or by the Law prevents further exercise of that right or remedy or the exercise of any other right or remedy that may be available.
16.4 Rights hereunder may not be waived, except pursuant to a written waiver signed by the Party against which enforcement of the waiver is sought.
16.5 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency or employment relationship between the Parties.
16.6 Waiver and 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.
16.7 Severability. If at any time one or more of the provisions of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any legislation, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be in any way affected and, if necessary for this purpose, such provision(s) shall be deemed to be omitted from this Agreement. The Parties shall endeavour that such term(s) be replaced by the Parties so as to best accomplish the objectives of the original provision, consistent with the purpose and intent of this Agreement, to the fullest extent permitted by law.
16.8 Assignment. Neither Party may assign any of its rights or obligations hereunder, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. A Party’s sole remedy for any purported assignment by the other Party in breach of this paragraph shall be, at the non-assigning Party’s discretion, termination of this Agreement upon written notice to the assigning Party.
16.9 Entire Agreement. This Agreement, including all exhibits and addenda hereto, together with the documents referred to in and the Service Level Agreement, constitute the entire agreement between the parties and supersedes all prior agreements, proposals or representations, written or oral, concerning its subject matter.