Terms of Service

For additional terms that apply to organizations using the platform, please see here

These terms of service ("Terms") govern your use of our Platform (as defined below). By using Our platform, You agree to be bound by these Terms.

We reserve the right to update these Terms which shall come into effect only 7 days from the date the notice was posted on our Service. These Terms were last updated on March 1, 2016. It is effective between You and Us as of the date of You accepting these Terms.

WHAT WE DO

Justcoz enables organizations, charities and non-profits (each a “Cause”) to greatly increase their social media impact by leveraging the social media influence of their supporters who are willing to donate their voice to spread the word. Our Platform allows You (a “Supporter”) to give your voice for Causes which you are passionate about, via social media posts donations, allowing those Causes to reach out to audiences to which they would otherwise never be exposed. For such end, We provide the services that are made available via www.justcoz.org and/or other web pages designated by Us, including Our proprietary platform, API and any other associated components (the “Platform”).

WHAT YOU CAN DO

We are looking forward to helping You spread the word of Causes about which you are passionate. Therefore, We grant You a non-exclusive, revocable, non-sublicensable, non-transferable worldwide and limited right and license to access and use the Platform solely for the propose of donating you social media voice to promote a Cause’s message ("License").

WHAT WE NEED FROM YOU

You must create a user account by providing us your credentials with a designated third party websites or social networks, such as twitter and (i) provide Us and the Causes of your choosing with continuous access to such third party website or social network account (“Twitter account”), (ii) allow Causes to publish a certain number of social media posts a day via your Twitter account (iii) use reasonable efforts to prevent unauthorized access to or use of Your Twitter account or the Platform, and notify Us promptly of any such unauthorized access or use, and (iv) not use the Platform in connection with any illegal or fraudulent business activities. Furthermore, You authorize Us to host, copy, transmit, display and adapt all electronic data or information submitted by You through the Platform (“Your Data”), solely as necessary for Us to provide the Platform in accordance with these Terms.

You further represent that you will (i) not take any action, directly or indirectly, to contest Our or any Cause’s intellectual property rights or infringe them in any way, (ii) create derivate works based on the Platform, (iii) interfere with or disrupt the integrity or performance of the Platform or any part thereof.

Without derogating from any other remedies available to Us in law or equity, We reserve the right, without any liability, to suspend or discontinue Your use of the Platform if we suspect that You have violated Your commitments as set forth herein.

OUR COMMITMENTS

Here are some commitments we make to You, We warrant that (i) the Causes’ use of Your Twitter account will be limited to such number of social media posts a day as permitted by You, (ii) We will use commercially reasonable efforts to maintain the Platform in accordance with industry standards and to monitor the social media posts created by prior to their posting, (iii) We will not knowingly transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (“Malicious Code”), (iv) We will not share you Data other than in accordance with Our Privacy Policy, available at http://justcoz.org/static/privacy. Please note that We reserves the right to use third party service providers that will assist Us in providing the Platform to You; provided, however, that any act or omission of such service providers shall be deemed to be acts or omissions by Us for purposes of Our obligations to You.

For any breach of a warranty above, Your exclusive remedy shall be to cease using the Platform.

We reserve the right, without any liability, to (i) change the technical features of the Services in order to keep pace with the latest demands and technological developments (ii) to discontinue, limit, disable or cancel any feature of the Platform, or (iii) to terminate the License in accordance with the terms set forth herein.
DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE PROVIDE THE PLATFORM TO YOU "AS IS" AND WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF OUR SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WE DO NOT WARRANT THAT THE SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE OR THAT IT SHALL MEET YOUR REQUIREMENTS. You acknowledge the inherent risk that communications by electronic means and use of an internet platform entails. You therefore further acknowledge that We are not responsible for any inappropriate use of Your Twitter Account made by Causes.

FEES AND PAYMENT

Opening and maintaining an account and donating you Social media voice through the Platform is made available to You free of charge.

LIMITATION OF LIABILITY

NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOST DATA WITH RESPECT TO THIS AGREEMENT, PLATFORM OR THE SERVICES, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED US $100.

GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of the State of California and disputes shall be submitted exclusively to the courts the U.S. District Court for the Northern District of California or a state court located in San Mateo County in the . 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 these Terms of the use of the Services.

TERMINATION

If You wish to terminate these Terms or cease Your use of the Platform, You may do so at any time for any reason or without reason by logging into Your account and selecting the “Delete Account” link on the settings page. Termination of these Terms shall not relieve You of Your obligations under these Terms, nor shall it affect any legal rights or obligations which may have arisen to Our benefit under these Terms prior to or at the date of termination.




Additional terms for organizations using the platform

THESE TERMS OF SERVICE ("TERMS") GOVERN YOUR USE OF OUR SERVICES. BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. BY ACCEPTING THESE TERMS YOU REPRESENT THAT YOU HAVE THE REQUIRED CORPORATE AND LEGAL AUTHORITY TO BIND YOUR COMPANY OR SUCH OTHER LEGAL ENTITY WHICH YOU REPRESENT TO THESE TERMS AND CONDITIONS, AND THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.

We reserve the right to update these Terms from time to time and shall do so only after we provide you with notice through our twitter account and on our website. The changes shall come into effect only 7 days following the date in which the notice was first posted on our Service.

These Terms were last updated on March 1, 2016. It is effective between You and Us as of the date of You accepting these Terms.

  1. DEFINITIONS

    In addition to those definitions which appear in line within the Terms, the following terms shall have the meaning ascribed next to them as follows:

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

    "Platform" means the services that are made available by Us via www.justcoz.org and/or other web pages designated by Us, including Our proprietary platform, API and any other associated components, as described further detailed herein and in the User Guide.

    "User Guide" means the online user guide for the Platform, accessible via http://justcoz.zendesk.com/, as updated from time to time.

    "We," "Us" or "Our" means Just Technologies, Inc operating the website and Platform through Justcoz.org.

    "You" or "Your" means the person registering for the Platform or the organization, charity, non-profit or other legal entity in which you are an employee with a management position and for which you are accepting these Terms.

    "Your Data" means all electronic data or information submitted by You through the Platform.

  2. THE PLATFORM
    1. General. Justcoz enables organizations, charities and non-profits (each a “Cause”) to greatly increase their social media impact by leveraging the social media influence of their supporters who are willing to donate their voice to spread the word. Our Platform allows users (each a “Supporter”) to give their voice for Causes which they are passionate about, via social media posts donations, allowing those Causes to reach out to audiences to which they would otherwise never be exposed. The Platform will allow You to publish one social media post a day per Supporter through such Supporter’s third party website or social network account (“Social Media Account”). We may also provide certain analysis and real-time information for your consideration to assist in monitoring and determining the successful outcome of a campaign initiated via the Platform.
    2. License. Subject to Your full compliance with all of the terms herein, We hereby grant You a non-exclusive, revocable, non-sublicensable, non-transferable worldwide and limited right and license to access and use the Platform solely for the propose of promoting a Cause’s message ("License"). We reserve the right, without any liability, to (i) change the technical features of the Platform in order to keep pace with the latest demands and technological developments (ii) to discontinue, limit, disable or cancel any feature of the Platform, or (iii) to terminate the License in accordance with the terms set forth herein.
    3. Fees and Payment. Applicable fees for Opening and maintaining an account and creating campaigns via the Platform are available at: http://justcoz.org/pricing. All payments for any services provided through the Platform are non-cancelable and non-refundable, and all recurring payment shall be charged in arrears on a monthly basis. The execution of payments with Us shall be made through a third party payment services. These services, not provided by Us, are subject to the terms and conditions of the third party. We are not responsible, and you agree not to hold Us liable for any actions or injuries caused by these third party services. Each party shall be responsible for its own income tax and We shall have the right, if require by applicable law, to withhold any amounts. All amounts are exclusive of VAT which shall be added to the quoted fee as detailed on our Platform.
  3. USE OF THE SERVICE
    1. Registration Process. In order to use the Platform You must create a user account by providing us your credentials with a designated third party websites or social networks (currently twitter), as well as a contact details such as phone number, Cause's name, affiliation and representative's name and title. Following the completion of the registration you shall be required, and not more than 14 days thereafter, We will survey and verify you registration to the Platform (including, but not limited to, by contacting you via the contact details with which You have provided Us during the Registration) and will permit You access and use to the Platform. We reserve the right not to provide you with access to our Platform and we may direct you to one of the other platforms operated by our Group for that purpose.
    2. Our Responsibilities. We shall: (i) Provide the Platform with reasonable skill and care by suitably qualified and experienced personnel, (ii) maintain the functionality of the features provided through the Platform in accordance with the terms herein, (iii) provide email and telephone support during standard business hours in (US PST) to You at no additional charge, and/or upgraded support if purchased separately, in accordance with the applicable support agreement available on Our Platform here: support@justcoz.org (iv) use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, provided, however, that We may restrict, limit, suspend, interfere or interrupt the Platform or any part thereof, for planned downtime (of which We shall give reasonable notice via the Platform and which We shall schedule to the extent practicable during the weekend hours). As Our Platform is web based and require access to the internet any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, Internet service provider failures or delays, or denial of service attacks may occur.
    3. Our Protection of Your Data. We provide a services and technology platform and do not access or store your Data for any reason other than the ability to provide the Platform. 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 or (c) access Your Data except to provide the Platform and prevent or address service or technical problems, or at Your request in connection with technical support matters.
    4. Your Responsibilities. In order to allow for the proper operation and use of Our Platform we request that You provide Us with the following: (i) continuous access to Your Social Media Account, (ii) maintain Your Social Media Account online and operational as long as You use the Platform, (iii) be responsible for the accuracy, quality and legality of Your Data, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of Social Media Account, and notify Us promptly of any such unauthorized access or use, (v) not transmit via the Platform Malicious Code and use commercially reasonable efforts to maintain the Social Media Account free and protected from Malicious Code.
    5. User Termination. We reserves the right, at Our sole discretion, to cancel or suspend accounts which are unconfirmed, inactive or do not comply with the terms as set forth herein.
  4. PROPRIETARY RIGHTS
    1. Reservation of Rights in Platform. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Platform, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
    2. Restrictions. You shall not (i) make any use of the Platform in whole or in part that is not expressly permitted by these Terms (ii) permit any third party to access the Platform, (iii) represent directly or indirectly, take any action to contest Our intellectual property rights or infringe them in any way, (iv) create derivate works based on the Platform, (v) interfere with or disrupt the integrity or performance of the Platform or any part thereof, or (vi) attempt to gain unauthorized access to the Platform or their related systems or networks for any purpose and shall not simulate or derive any source code or algorithms from the Platform or use any of the foregoing to create any software or service similar to the Platform, (vii) use Your Social Media Account to transmit unsolicited or undesired electronic messages (spam) or infringing, libelous, or otherwise unlawful or tortious material including Malicious Code, or to transmit material in violation of third-party privacy rights, or (viii) attempt to gain unauthorized access to the Platform or their related systems or networks for any purpose. Any such forbidden use shall immediately and automatically terminate Your right to use the Platform and allow Us, without derogating from any other remedies available to Us in law or equity, to immediately disconnect you from the Platform.
    3. Your Data and Intellectual Property Rights. You authorize Us to host, copy, transmit, display and adapt Your Data, solely as necessary for Us to provide the Platform in accordance with these Terms. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You under these Terms in or to Your Data, your testing environment or any of your intellectual property rights.
    4. Feedback and Suggestions. We strongly encourage Our users and partners to provide Us with feedback on Our Platform and suggestions for improvements of existing features or addition of new features and capabilities to our Platform (“Feedback”). You hereby grant to us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Platform any Feedback provided by You.
  5. WARRANTIES AND DISCLAIMERS
    1. Our Warranties. We warrant that (i) the Platform shall perform materially in accordance with its User Guide, (ii) the functionality of the Platform will not be materially decreased during the term it is used, (iii) We will use commercially reasonable efforts to maintain the Platform at reasonable acceptable industry standards, and (iv) We will not intentionally or knowingly transmit Malicious Code to You. For any breach of a warranty above, Your exclusive remedy shall be to cease using the Platform immediately and to the extent any ongoing campaign is in progress for which you have already paid, the refund of the payment for such campaign.
    2. Your Warranties. You warrant that (i) You have validly entered into these Terms and have the legal power to do so, and (ii) You will comply with the restrictions detailed in Section ‎‎4.2 (Restrictions), (iii) You will not use the Platform in connection with any illegal or fraudulent business activities and will not intentionally or knowingly transmit spam or Malicious Code to Us or to any Supporter.
    3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE PROVIDE THE PLATFORM TO YOU "AS IS" AND NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF OUR PLATFORM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WE DOES NOT WARRANT THAT THE PLATFORM WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE OR THAT IT SHALL MEET YOUR REQUIREMENTS. You acknowledge the inherent risk that communications by electronic means and an internet based service, and acknowledge that communication through the Platform may not reach their intended destination or may do so much later than intended for reasons outside Our control. You further acknowledge that We are not responsible for performance issues caused by low-performance end-user computers, low-bandwidth end user Internet connections, periodic network congestion among network providers, and low-bandwidth connectivity from redirected image and video sources, improperly configured campaigns, and low-bandwidth connectivity from any servers, which are beyond Our reasonable control. Furthermore, We do not screen, survey or vet the Supporters who register to the Platform, therefore We can neither assure the successful completion of any campaign nor verify the competence, suitability or credibility of any Supporters.
    4. Non-Generally Available Services. From time to time We may invite You to try, Our products or services that are not generally available to Our customers ("Non-GA Services"). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "PLATFORM" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.
  6. MUTUAL INDEMNIFICATION
    1. Indemnification by Us. We shall defend You, your assignees, agents, employees, officers and directors against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the Platform hereunder infringe or misappropriate the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Platform may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Platform so that it no longer infringes or misappropriate, without breaching Our warranties under Section 6.1 or (ii) obtain a license for Your continued use of the Platform in accordance with these Terms.
    2. Indemnification by You. You shall defend Us, Our assignees, agents, employees, officers and directors against any claim, demand, suit or proceeding made or brought against Us by a third party (i) alleging that Your Data, Your Social Media Account or Your use of the Platform infringes or misappropriates the intellectual property rights of any party or violates applicable law, or or (ii) arising from, in connection with, or based on allegations whenever made of, the breach of any representation or warranty made by You under Section 4.2 (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.
    3. Exclusive Remedy. This Section 6 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
  7. LIMITATION OF LIABILITY
    1. Limitation of Liability. OUR TOTAL AND AGGREGATE LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED $1,000 IN THE AGGREGATE.
    2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED INCLUDING LOST PROFITS, INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE, OR MALFUNCTION, OR DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
    3. Carve-Outs. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES AS SET OUT IN SECTIONS ‎7.1 AND ‎7.2 ABOVE SHALL NOT APPLY WITH RESPECT TO YOUR INDEMNIFICATION OBLIGATION IN THESE TERMS AND WITH RESPECT TO EITHER PARTY IN THE EVENT THAT A CLAIM IS BROUGHT DUE TO SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
  8. TERM AND TERMINATION
    1. Term of Agreement. These Terms enter into effect on the date You accept them and remain in effect until terminated by either party in accordance with these Terms.
    2. Termination for Convenience. If you wish to terminate this Agreement you may do so at any time for any reason or without reason by logging into Your account and selecting the “Delete Account” link on the settings page. Thereafter you shall not be able to initiate any new campaigns unless and until you renew your registration to the Platform. Following Your notice of terminating this Agreement shall terminate only following the end of all campaigns then in progress. Termination of this Agreement shall not relieve you of your obligations to pay amounts accrued or owing, nor affect any legal rights or obligations which may have arisen under these term prior to or at the date of termination.
    3. Termination for Cause. A party may terminate these Terms for cause (i) upon 14 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    4. Surviving Provisions. ‎ The following sections shall survive the termination or expiration of these Terms for any reason: 4 (Proprietary Rights), ‎5.3 (Disclaimer), ‎6 (Mutual Indemnification), ‎7 (Limitation of Liability), ‎9 (Notices, Governing Law and Jurisdiction) and ‎10 (General Provisions).
  9. NOTICES, GOVERNING LAW AND JURISDICTION
    1. Manner of Giving Notice. Except as otherwise specified in these Terms, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: posting on Our twitter account, sending a direct message (DM) via twitter or such other social media account which We at the time have on hand or email notice should you have provided us with one upon registration.
    2. Governing Law and Jurisdiction. These Terms and performance by the parties hereunder shall be governed and construed in accordance with the laws of the State of California and federal laws of the United States, without regard to its choice of law principles. For any litigation that may arise under these Terms or to enforce an award in accordance with these Terms, the Parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue (and waive any claim of forum non conveniens) of the federal courts of the ninth circuit and state courts in San Mateo County, except that nothing herein shall prevent each party from applying to any court of competent jurisdiction for injunctive relief.
    3. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms of the use of the Platform.
  10. GENERAL PROVISIONS
    1. Third Party Services. We reserves the right to use third party service providers that will assist Us in providing the Platform to You; provided, however, that any act or omission of such service providers shall be deemed to be acts or omissions by Us for purposes of Our obligations to You.
    2. Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties and, except as set forth herein, neither party will have any right to obligate or bind the other in any manner whatsoever nor represent to a third party that it has any right to enter in to any binding obligation on the other’s behalf.
    3. Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.
    4. Severability. If any provision of these Terms 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 these Terms shall remain in effect.
    5. 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) and any such assignment shall be void and null. Notwithstanding the foregoing, either party may assign these Terms 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. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    6. Entire Agreement. These Terms constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.