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THIS PAYMENTEVOLUTION USER AGREEMENT ("AGREEMENT") GOVERNS YOUR USE OF PAYMENTEVOLUTION SERVICES.

IF YOU RECIEVE NON-SUBSCRIPTION SERVICES FROM US, YOUR ONGOING USE OF THOSE SERVICES WILL BE GOVERNED BY OUR TERMS OF USE AGREEMENT AND YOU HEREBY AGREE TO THE TERMS OF USE AGREEMENT.

ACCEPTING THIS AGREEMENT BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO 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 THIS AGREEMENT, 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 THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR SERVICES.

You may not access the PaymentEvolution services if you are our direct competitor (as deemed by PaymentEvolution), except with our prior written consent. In addition, You may not access our services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on May 27, 2015. It is effective between you and PaymentEvolution Corporation as of the date of your acceptance of 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.
Services
means the online, Web-based financial services provided by Us as described in this Agreement and the User Guide, that You order through http://www.paymentevolution.com or under an Order Form.
Order Form
means any ordering documents for Your subscriptions to the PaymentEvolution services, including addenda thereto, that are entered into between You and Us. Order Forms include any pages on http://www.paymentevolution.com through which You registered for the PaymentEvolution Services. Order Forms shall be deemed incorporated herein by reference.
Third-Party Application
means a web application that is provided by a third party and interoperates with the PaymentEvolution services.
User Guide
means the online user guide for the PaymentEvolution services, accessible via http://help.paymentevolution.com, as updated from time to time.
Users
means individuals who are authorized by You to use the PaymentEvolution service, for whom subscriptions to the PaymentEvolution service have been acquired pursuant to this Agreement, 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 PaymentEvolution Corporation (PaymentEvolution) a Canadian corporation with a principal place of business at 2600 Skymark Ave, Building 1, Unit 200, Mississauga, Ontario, Canada L4W 5B2.
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 Application
means a web application that You (or a third party acting on Your behalf) create and that interoperates with the PaymentEvolution service.
Your Data
means all electronic data or other information submitted by You to the PaymentEvolution service.
tl;dr
Terminology used in this agreement

2. Provision and Use of PaymentEvolution Service

  1. Provision of PaymentEvolution Service
    We shall make a certain number of subscriptions of the PaymentEvolution service available to You pursuant to this Agreement and relevant Order Forms. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the PaymentEvolution service.
  2. Administration User
    Your PaymentEvolution service subscriptions include one administration User subscription unless otherwise agreed to by Us. The administration User subscription may be used solely to administer the PaymentEvolution service and is considered one of the users of the service for purposes of total user count.
  3. Limit of One PaymentEvolution Service Subscription
    You and Your Affiliates collectively shall not subscribe to more than one PaymentEvolution service subscription at a time.
  4. Violation of Administration User Restrictions
    You understand that the limitations in section 2.2 (Administration User), and 2.3 (Limit of One PaymentEvolution service subscription) are contractual in nature (i.e., the administration user functionality, and the number of PaymentEvolution service subscriptions are not limited as a technical matter in the PaymentEvolution service). You therefore agree to strictly monitor Your Users' use of the PaymentEvolution service subscriptions and enforce the administration User restrictions, and the limitation to one PaymentEvolution service subscription. We may audit Your use of the PaymentEvolution service subscriptions at any time through the PaymentEvolution service. Should any audit reveal any use of PaymentEvolution service subscriptions in violation of the administration User restrictions, You agree You will purchase, within five (5) business days of notice of the audit results, a full, annual User subscription at our then-current list price. Should any audit reveal any use of PaymentEvolution service subscriptions in violation of the limitation to one PaymentEvolution service subscription, You agree You will purchase, within five (5) business days of notice of the audit results, a full, annual PaymentEvolution service subscription at our then-current list price for each unauthorized PaymentEvolution service subscription.
  5. PaymentEvolution Sites
    Your PaymentEvolution service subscriptions may include Our other PaymentEvolution services. Any use of the PaymentEvolution service Sites is subject to this same agreement
  6. Other Usage Limitations
    The PaymentEvolution service may be subject to other limitations, such as, for example, limits on the total number of users (as specified by your plan level), limits on disk storage space, and on the number of calls You are permitted to make against Our application programming interface. Any such limitations are at the sole discretion of Us.
  7. 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, and for the means by which You acquired, Your Data and Your Applications, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the PaymentEvolution service, and notify Us promptly of any such unauthorized access or use, and (iv) use the PaymentEvolution service only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the PaymentEvolution service available to anyone other than Users, (b) sell, resell, rent or lease the PaymentEvolution service, (c) use the PaymentEvolution service to store or transmit infringing, libellous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the PaymentEvolution service to store or transmit malicious code or malware, or to engage in phishing or other fraudulent activity, (e) interfere with or disrupt the integrity or performance of the PaymentEvolution service or third-party data contained therein, or (f) attempt to gain unauthorized access to the PaymentEvolution service or Our systems or networks
tl;dr
You agree to have only 1 subscription plan and use the service responsibly.

3. Third-Party Providers

  1. Acquisition of Third-Party Products and Services.
    We may offer Third-Party Applications for sale under Order Forms. Any other acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Us as "certified" or otherwise, except as specified in an Order Form. No purchase of third-party products or services is required to use the PaymentEvolution service.
  2. Third-Party Applications and Your Data
    If You install or enable a Third-Party Application for use with the PaymentEvolution service, You acknowledge that We may allow the provider of that Third-Party Application to access Your Data as required for the interoperation of such Third-Party Application with the PaymentEvolution service. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by a Third-Party Application provider.
  3. Third-Party Programs
    This service uses third-party programs. The license terms with those programs apply to your use of them. The PaymentEvolution service features that interoperate with third-party services depend on the continuing availability of those services. If these third-party providers cease to make the their services available on reasonable terms for the PaymentEvolution services, we may cease providing such PaymentEvolution service features without entitling You to any refund, credit, or other compensation.
tl;dr
We use other services to enhance and deliver your PaymentEvolution Service.

4. Fees and Payment For Purchased Services

  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 Canadian dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations cannot be cancelled 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.
  2. Invoicing and Payment
    You will provide Us with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2(Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 21 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.
  3. Overdue Charges
    If any charges are not received from You by the due date (except charges then under reasonable and good faith dispute), then at Our discretion, (a) such charges may accrue late interest at the rate of 18.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2(Invoicing and Payment).
  4. Charges 30 or More Days Overdue
    If any charge owing by You under this or any other agreement for Services is 30 or more days overdue (except charges then 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 or discontinue Services until such amounts are paid in full.
  5. Taxes
    Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.
  6. e-Pay service
    The PaymentEvolution e-Pay service is an optional electronic payment service integrated with payroll. If you enroll in this service additional fees may apply according to the fee schedule posted on PaymentEvolution.com. Electronic payment fees are collected at the initiation of the transaction. Insufficient funds, incorrect bank numbers, invalid account codes and other errors that prevent the successful completion of a transaction are assessed a non-refundable charge per instance. Our processing time is 4 business days and cutoff times for payment dates are posted in your payroll account - visible after you login.
tl;dr
You agree to pay for the service on time. Fees are posted on our website.

5. Licenses

  1. Our License to You
    1. We grant you a worldwide license during the term of this Agreement to use the PaymentEvolution service to (i) process your own financial transactions, and (ii) operate Third-Party Applications as prescribed by us.
    2. You shall not (i) permit any third party to access the PaymentEvolution service except as permitted herein or in an Order Form, (ii) create derivative works based on the PaymentEvolution service, (iii) copy, frame or mirror any part or content of the PaymentEvolution service, (iv) reverse engineer the PaymentEvolution service, or (v) access the PaymentEvolution service in order to build a competitive product or service or to copy any features, functions or graphics of the PaymentEvolution service.
  2. Your License to Us
    1. You grant us a worldwide license to use, reproduce, transmit, display and adapt Your data solely as necessary for Us to provide the PaymentEvolution service in accordance with this Agreement.
    2. You grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into our services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of our services.
  3. Federal and Provincial Government Use Provisions.
    The PaymentEvolution service is not meant to replace any federal or provincial government service and is not licensed for use by federal or provincial authorities unless written consent by Us is provided.
tl;dr
You will use the service responsibly. You give us access to your data so we can provide this service to you.

6. Proprietary Rights

  1. Our Proprietary Rights
    Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the PaymentEvolution service, including all related intellectual property rights subsisting therein. We grant no rights to You hereunder other than as expressly set forth herein.
  2. Your Proprietary Rights
    Except as provided in Section 5.2 (Your License to Us), We acknowledge and agree that We obtain no right, title or interest from You (or your licensors) under this Agreement in or to Your Data, any of Your Applications, or any source code You (or a third party acting on Your behalf) create using the PaymentEvolution service, including any intellectual property rights subsisting therein.
tl;dr
You own your data.

7. Confidentiality

  1. Definition of Confidential Information
    As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
  2. Protection of Confidential Information
    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.
  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. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 7.4 (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.
  4. Charges 30 or More Days Overdue
    If any charge owing by You under this or any other agreement for Services is 30 or more days overdue (except charges then 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 or discontinue Services until such amounts are paid in full.
  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.
tl;dr
We mutually agree to keep confidential information confidential.

8. Exclusion of Warranties

WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT YOUR USE OF THE PAYMENTEVOLUTION SERVICE WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE PAYMENTEVOLUTION SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.
tl;dr
There is no warranty.

9. Indemnification

You shall defend Us against any claim, demand, suit, or proceeding ("Claim") made or brought against Us by a third party alleging that Your Data, Your Applications or other materials developed by You (or by a third party on Your behalf) using the PaymentEvolution service infringe or misappropriate the intellectual property rights of a third party or violate applicable law (to the extent such infringement, misappropriation or violation does not arise from the PaymentEvolution service), and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s 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 unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.

10. Limitation of Liability

IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR LOSS OF PROFITS, REVENUE OR DATA OR FOR INTERRUPTIONS IN SERVICE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Term and Termination

  1. Term
    This Agreement commences on the date You accept it and continues until terminated in accordance with Section 11.3 (Termination).
  2. Term of Purchased User Subscriptions
    User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 5 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
  3. Termination
    You may terminate Your PaymentEvolution service without cause at any time upon written notice to Us. We may terminate Your PaymentEvolution service (a) at any time without cause upon 30 days’ written notice to You, or (b) upon 7 days’ written notice to You of a material breach of this Agreement if such breach remains unresolved at the expiration of such period. Upon any termination of Your PaymentEvolution service, this Agreement shall also terminate, subject to Section 11.6 (Surviving Provisions).
  4. Prepaid Subscription
    PaymentEvolution will not provide any refund for any remaining prepaid period for a prepaid subscription.
  5. Return of Your Data
    Upon request by You made within 30 days after the effective date of termination of Your PaymentEvolution service, We will 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 30-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.
  6. LOSS OF APPLICATIONS AND MATERIALS
    UPON ANY TERMINATION OF YOUR PAYMENTEVOLUTION SERVICE, ACCESS TO YOUR INFORMATION, APPLICATIONS, AND OTHER MATERIALS DEVELOPED BY YOU USING THE PAYMENTEVOLUTION SERVICE WILL BE LOST. In accordance with federal, provincial and territorial employment standards, we may retain all payroll history for your account. You may request permanent deletion of this data by sending a notarized letter from your company officer to PERMANENT DELETION REQUEST, PaymentEvolution, 2600 Skymark Ave, Building 1, Unit 200, Mississauga, ON L4W 5B2 Canada. You must state that you accept all liability for compliance with applicable employment standards and data retention with regards to your payroll.
  7. Surviving Provisions
    Sections 6 (Proprietary Rights), 8 (Exclusion of Warranties), 9 (Indemnification), 10 (Limitation of Liability), 11.4 (Return of Your Data), 12 (Notices, Governing Law and Venue) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.
tl;dr
You can cancel at anytime. If you do, let us know within 30 days if you need your data.

12. Notices, Governing Law, and Venue

  1. Notices
    Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email (provided email shall not be sufficient for notices of material breach or an indemnifiable claim). Notices to Us shall be addressed to the attention of PaymentEvolution Corporation 2600 Skymark Ave, Building 1, Unit 200, Mississauga, Ontario, Canada L4W 5B2, Attention: OPERATIONS. Notices to You shall be addressed to the system administrator designated by You for Your relevant PaymentEvolution service account, and in the case of billing-related notices, to the relevant billing contact designated by You.
  2. Governing Law
    This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the Province of Ontario and controlling Canadian federal law, without regard to their conflicts of laws rules or the United Nations Convention on the International Sale of Goods
  3. Venue; Waiver of Jury Trial
    The provincial and federal courts located in Toronto, Ontario shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. 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.
tl;dr
The laws of Canada apply to this agreement

13. Changes to Terms

We may make changes to this Agreement from time to time. When these changes are made, We will make a new copy of the Terms available on this web page. You understand and agree that if you use the PaymentEvolution service after the date on which this Agreement has changed, We will treat Your use as acceptance of the updated Terms.

13. General Provisions

  1. Export Compliance
    Each party shall comply with the export laws and regulations of the Canada and other applicable jurisdictions in providing and using the PaymentEvolution service. Without limiting the foregoing, (a) each party represents that it is not named on any Canadian government list of persons or entities prohibited from receiving exports, and (b) it shall not permit Users to access or use the PaymentEvolution service in violation of any Canadian export embargo, prohibition or restriction.
  2. 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.
  3. No Third-Party Beneficiaries
    There are no third-party beneficiaries to this Agreement.
  4. 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.
  5. Severability
    If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
  6. Assignment
    Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in their entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
  7. Entire Agreement
    This Agreement, including all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. 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.