getint.io – End User Licence Agreement (On-Premises EULA)
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SOFTWARE. BY ACCEPTING THIS AGREEMENT OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE.
This Agreement was last updated on 2022-07-20. It is effective between You and Us as of the date of You accepting this Agreement.
Table of Contents 1. Definitions 2. License 3. License Exclusions 4. Delivery of Software 5. Fees and Payment for Software 6. Title and Protection 7. Indemnification 8. Your Content 9. Term and Termination 10. Representations, Warranties, and Disclaimers 11. Limitation of Liability 12. Confidentiality 13. Notices, Governing Law and Jurisdiction 14. General Provisions
“Affiliates” means any entity that 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.
“Agreement”, “EULA” means this End User Licence Agreement.
“Designated Server” shall mean Your Server specified in an Order Form with respect to a particular Software license”. Such Server may be that of a third party under nondisclosure obligations that will host the Software for your benefit of You.
“Documentation” means Our online user guides, documentation, help, and training materials, as updated from time to time, accessible via https://docs.getint.io/ or Marketplace or delivered with the Software.
“Effective Date” has the meaning set forth in the Order Form. If not specified, it is the date of receipt of payment of the applicable fees.
“Marketplace” Atlassian – Atlassian Pty Ltd based in Australia – Marketplace, Asana Marketplace, Zendesk Marketplace, Azure DevOps Marketplace, ServiceNow, Monday and other if indicated. Marketplace administrators are not a party to this EULA.
“Order Form” means an ordering document, a pro-forma invoice, or payment web form specifying the Software to be provided hereunder and the number of the accesses You are entitled to that is entered into between You and Us, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Server” means Your physical server or virtual server from which a single instance of the Software is accessed and used for production purposes (“Production Server”).
“Software” means any version or edition of Our proprietary software known as getint.io, provided solely in the form of compiled code, including associated technical documentation, and all Updates thereof furnished to You as part of Support Software.
“CI Software” is a version of the Software limited to testing purposes.
“SysAdmin Panel” means a part of the Software where You can add or remove authorized individuals to use the Software or perform other admin tasks.
“Docker images” means lightweight, standalone, executable packages of software that has everything you need to run the Software – code, runtime, system tools, system libraries, and settings.
“Support Software” means the support and Software described in the Order and provided for the periods specified. If not stated explicitly in the Order Form, Support Software does not include configuration, setup, testing, validation, troubleshooting, or any other Software for any server, network, operating system, or any other hardware or software provided by You or any third party.
“Trial” makes reference to a temporal license of the Software that can be used for a limited time.
“Upgrades” means all published revisions and corrections to the printed documentation and corrections and new releases of the Software, which are generally only made available to Our supported customers. Upgrades shall not include any options or future products which We sell separately.
“Your Content” means any data, text, content, code, or other materials of any type that you upload, store, submit or otherwise transmit to or through the Software.
“Your Modifications” means any modification to the Software’s source code or Documentation.
“We”, “Us”, “Our,” “getint.io” means GETINT WASIUK WIZMUR-SZYMCZAK SPÓŁKA JAWNA running his business under the name GETINT WASIUK WIZMUR-SZYMCZAK SPÓŁKA JAWNA having its seat in UL. JANA HEWELIUSZA 11 /811, 80-890 Gdańsk.
“You”, “Your”, or “Customer” means the company or other legal entity for which you are accepting this Agreement, and the Affiliates of that company or entity.
2.1 Marketplace may grant a separate EULA that specifies Marketplace Product license rights. If the Marketplace product does not include a separate EULA that specifies Marketplace product license rights, the following provisions apply.
2.2 Subject to Your payment of the applicable fees and to Your compliance with other terms and conditions of this Agreement and subject to Section 14.3 ahead, We grant You a non-transferable, non-assignable, non-sublicensable, worldwide license to copy the Software for the purpose of installing and using it on a computer and solely for internal purposes, in accordance with the Software’s Documentation and in accordance with the number of obtained accesses.
2.3 Payment terms and conditions are available in the Price List on the website at https://getint.io/pricing/
2.4 The grant of a license providing users with the ability to further transfer, assign and sublicense it is subject to a separate agreement.
2.5 Software is intended for business purposes. You may use the Software commercially and not as a private consumer. Software is intended to integrate collaboration software tools or migrate from one to another.
2.6 In the event that Your actual number of users exceeds the maximum number of accesses to which You are entitled, You shall promptly provide Us with notice via email and pay Us the fees required to secure access rights for such unauthorized users in accordance with the commercial terms set out in the Price List.
2.7 You shall implement reasonable controls to ensure that You do not exceed the maximum number of accesses to which You are entitled.
2.8 We provide to You a Trial version of the Software, including the associated technical documentation, for use by You in accordance with this Agreement. The Trial is only usable for the time specified in the Software license information. The purpose of this license is solely for testing. We reserve the right to apply the necessary limitations to ensure the scope of this version is limited to testing activities.
2.9 In some cases, your license for the Software might include an additional license for the CI Software. The maximum number of active users for this license is always 1 (one). The purpose of this license is solely for testing. We reserve the right to apply the necessary limitations to ensure the scope of this version is limited to testing activities.
2.10 You are authorized to use the Software on a single substitute or backup Server on a temporary basis without charge any time a Designated Server is inoperative due to a malfunction beyond the control of You. You may transfer the Software on a permanent basis to a single replacement Server without charge. You acknowledge that We must activate all copies of the Software, including those on a substitute, backup, and replacement Servers.
2.11 As part of the payment for the Software you will also receive, without additional cost, access to Upgrades to the Software as and when they are made available. Upgrades will only be provided to Customers whose license remains active for Upgrades.
2.12 Number of Instances: Unless stated differently in your Order, each Software license you buy allows for the installation of one (1) production instance on systems either owned or operated by you or an Authorized User. This license permits the establishment of a connection between two applications (e.g., 1x Jira of Company X with 1x ServiceNow of Company Y). For integrations involving two or more Jira instances, a valid license is required for each Jira involved.
3. LICENSE EXCLUSIONS
3.1 You may use the Software only for lawful purposes and in accordance with this Agreement.
3.2 You agree not to, and will not assist, encourage, or enable others to use the Software:
3.2.1 To access or copy in bulk, retrieve, harvest, or index any portion of the Software (“Scrape”) or use, support, or develop any robot, spider, scripts, or another automatic device, process, or means (such as crawlers, browser plug-ins and add-ons, or other technology) to Scrape the Software for any purpose. IF YOU SCRAPE THE SOFTWARE OR ANY PORTION THEREOF, WE MAY SEEK LEGAL ACTION AGAINST YOU, INCLUDING SENDING NOTICE LETTERS TO YOU AND YOUR CUSTOMERS OR END USERS THAT YOU ARE UNLAWFULLY DISTRIBUTING DATA OBTAINED FROM THE SOFTWARE IN VIOLATION OF THESE TERMS.
3.2.2 To violate any applicable national, regional, federal, state, local, or international law or regulation.
3.2.3 To modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit getint.io IP, except as expressly authorized by getint.io.
3.2.4 To remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Software or on any materials printed or copied from the Software.
3.2.5 To use the Software to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, “Viruses”).
3.2.6 To use the Software to violate the security of any computer network, crack passwords or security encryption codes.
3.2.7 To remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Software.
3.2.8 To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Software.
3.2.9 To otherwise attempt to interfere with the proper working of the Software.
3.2.10 To use or deploy the Software on any Server in excess of the number of Designated Servers specified in the applicable Order Form.
3.2.11 To use the Software by more users than You are entitled to.
3.2.12 To share an account between more individuals than You are entitled to.
3.2.13 To use the Trial version of this Software longer than specified in the Software license description.
3.2.14 To use the CI version of this Software for production purposes.
3.3 No license, right or interest in any getint.io trade name or Software mark is granted hereunder.
4. DELIVERY OF SOFTWARE
4.1 We will deliver the Software to you via a Marketplace or directly within 7 Business Days following the Effective Date. If the payment was not received by the Effective Date, we might provide, in our sole discretion and in good faith, a license for the Software that partially covers the license duration specified in the Order Form. This will be limited to maximum 1 (one) week. All provisions detailed in this EULA also apply to such temporary license granted in our sole discretion.
5. FEES AND PAYMENT FOR SOFTWARE
5.1 Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) payment obligations are non-cancellable, and fees paid are non-refundable, and (ii) quantities purchased cannot be decreased during the relevant order term. If offered, Trial versions are free of charge.
5.2 Depending on your choice, for Software you shall pay for the ensured License one of the following methods: i) paying directly to the Atlassian Marketplace, in accordance with the regulations provided herein: https://www.atlassian.com/licensing/marketplace/termsofuse) or paying directly to Us on the terms provided in EULA or individually agreed.
5.3 Invoicing and Payment. You will provide Us with a valid purchase order or alternative notice reasonably acceptable to Us. 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 7 (seven) days from the issue date of the Invoice. In case You are paying using a Credit Card or Debit Card, You will pay all fees specified in the Order Form prior to receiving the formal Invoice document. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
5.4 You are liable for all taxes and other charges payable under the laws of the jurisdiction in which the company is established or you have residency. We are not liable for any tax or other liabilities required under the laws of your jurisdiction.
5.5 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).
5.6 Payment Disputes. We will not exercise Our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Software Access and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
5.7 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future Update, functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
6. TITLE AND PROTECTION
6.1 We retain title to all portions of the Software, the Documentation, Our proprietary information, and Our Confidential Information (as defined in 12 below) and any copies and derivatives thereof. You shall affix, to each full or partial copy of the Software made by You, all copyright and proprietary information notices as were affixed to the original. The obligations set forth in this Section shall survive termination of this Agreement.
7.1 We warrant that the rights which are the subject of the license are not encumbered by any rights or claims of third parties. We do not infringe on third parties copyrights.
7.2 You agree to indemnify, defend, and hold harmless getint.io (including its subsidiaries, affiliates, officers, agents, partners, and employees) from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claim brought by a third party due to or arising out of (i) your violation of these Terms, any third party terms or conditions described herein, or your violation of any rights of another, including without limitation that the Your Content violates or infringes upon any copyright, trademark, patent or other proprietary rights, (ii) Your Modifications and (iii) the use of getint.io.
8. YOUR CONTENT
8.1 You will retain all right, title, and interest in and to Your Content (“Third Party Content”). We are not responsible or liable to you or any third-party for the content or accuracy of Third Party Content. We respect the intellectual property rights of others, and we ask our users to do the same. You assume all responsibility for all of Your Content and backups.
8.2 We cannot access to Your Content by any means unless you authorise Us via email and provide Us with all the required permissions. If it is necessary to entrust us with certain personal data related thereto, a separate entrustment agreement will be entered into in compliance with GDPR regulations (ie., Data Processing Agreement).
9. TERM AND TERMINATION
9.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all orders hereunder have expired or have been terminated.
9.2 Termination. We may terminate this Agreement if (i) You fail to perform any of Your obligations under the Sections entitled “License Exclusions” or “Title and Protection”, or (ii) You fail to pay amounts due pursuant to the fees and payment terms in the Section entitled “Fees and Payment for Software” of this Agreement within seven (7) days of the relevant due date.
9.3 Refund in case of Termination. Our entire liability to You in respect of Termination of this Agreement in accordance with Section 9.3 (Termination) shall be limited to the fee paid by You for the two-month subscription.
9.4 Surviving Provisions. Any provision which imposes an obligation after termination or expiration of this Agreement shall survive any termination or expiration of this Agreement. Such provisions include, but shall not be limited to, Sections 5, 7, 9.4, 9.5, 10, 11, 12, 13, and 14 of this Agreement.
10.1 You grant getint.io the right to identify you as a user in getint.io promotional materials. Identification applies to the name of the company as well as visual identification (logo). You hereby grant Us a nonexclusive, worldwide, time-restricted, royalty-free license to use Your logo in our promotional material (eg. website). At any point in time, you can submit a written request via email to email@example.com to have getint.io remove your name, within thirty days of your request, from promotional material.
11. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
11.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
11.2 We warrant, for Your benefit only, that the Software will operate in substantial conformity with the applicable Documentation. getint.io does not warrant that Your use of the Software or Data will be uninterrupted or error-free, or maintain Your Content without loss. getint.io’s sole liability (and Your sole and exclusive remedy) for any breach of this warranty shall be, in getint.io’s sole discretion and at no charge to You, to use commercially reasonable efforts to correct the reported non-conformity, or if getint.io determines such remedy to be impracticable, to allow You to terminate the applicable Subscription Term and receive as its sole remedy a refund of: (a) any fees You have pre-paid for use of the Software or related Software it has not received as of the date of the warranty claim. The limited warranty set forth in this Section 10 shall not apply: (i) unless You make a claim within seven (7) days of the date on which the condition giving rise to the claim first appeared, or (ii) if the error was caused by misuse, unauthorized modifications to the Software or the Content. EXCEPT AS PROVIDED IN THIS SECTION ALL SOFTWARE PROVIDED HEREUNDER IS PROVIDED “AS IS“.
11.3 Disclaimers. THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10 ARE THE ONLY WARRANTIES MADE BY US WITH RESPECT TO THE SOFTWARE PROVIDED BY US. WE MAKE NO OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, AND, SPECIFICALLY, MAKE NO WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. OUR EXPRESS WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, OUR RENDERING OF TECHNICAL OR OTHER ADVICE OR SOFTWARE IN CONNECTION WITH THE SOFTWARE.
12. LIMITATION OF LIABILITY
12.1 Limitation of Liability. OUR LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEE PAID BY YOU FOR THE TWO-MONTH SUBSCRIPTION. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR SOFTWARE).
12.2 Compliance with state law. WE WILL NOT BE LIABLE IF YOU USE SOFTWARE TO CREATE, SEND, KNOWINGLY RECEIVE, DISPLAY, TRANSMIT, UPLOAD, DOWNLOAD, USE, OR REUSE ANY MATERIAL WHICH: (I) CONTAIN ANY MATERIAL WHICH IS DEFAMATORY, OBSCENE, INDECENT, ABUSIVE, OFFENSIVE, HARASSING, VIOLENT, HATEFUL, INFLAMMATORY, OR OTHERWISE OBJECTIONABLE; INFRINGE ANY PATENT, TRADEMARK, TRADE SECRET, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON; (II) VIOLATE OR ASSISTS IN THE VIOLATION OF LEGAL RIGHTS (INCLUDING THE RIGHTS OF PUBLICITY AND PRIVACY) OF OTHERS OR CONTAIN ANY MATERIAL THAT COULD GIVE RISE TO ANY CIVIL OR CRIMINAL LIABILITY UNDER APPLICABLE LAWS OR REGULATIONS, OR (IV) BE LIKELY TO DECEIVE OR CONFUSE ANY PERSON.
12.3 Exclusion of Consequential and Related Damages. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR: LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; OR CONSEQUENTIAL OR INDIRECT LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A CATEGORY OF LOSS OR DAMAGE ALREADY LISTED), WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF YOU, US OR ANY THIRD PARTY ARISING OUT OF ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER TERM, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12.4 Force Majeure. Each party’s failure in its obligation of performance hereunder (except payment obligations) shall be excused or delayed to the extent that such failure is caused by events beyond such party’s reasonable control (an event of force majeure). Such events include, without limitation, casualties, natural disasters, terrorism, cyberattacks, Acts of God, civil disturbance, labor disputes, strikes, and riots, but expressly exclude market conditions and obligations to pay money. A party claiming the occurrence of such an event shall promptly notify the other party thereof.
13.1 Definition of Confidential Information. “Confidential Information” means all 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. Our Confidential Information expressly includes the Software. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), 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 does 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.
13.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that 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. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section
13.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the 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 that Confidential Information.
14. NOTICES, GOVERNING LAW, AND JURISDICTION
14.1 Manner of Giving Notice. Notices under this Agreement must be made in English, via email, and will be deemed given five (5) days after being sent.
14.2 Agreement to Governing Law and Arbitration. This Agreement is executed and delivered in and shall be governed by the laws of The Republic of Poland. Any disputes arising out of or related to this agreement shall be finally settled under the Arbitration Rules of the Court of Arbitration at the Polish Chamber of Commerce in force on the date of commencement of the proceeding by an arbitrator or arbitrators appointed in accordance with the said Rules.
14.3 No Agency. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or the actions contemplated herein.
15. GENERAL PROVISIONS
15.1 Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us at firstname.lastname@example.org.
15.2 Entire Agreement and Order of Precedence. This Agreement and Data Processing Agreement is the entire agreement between You and Us regarding Your use of the Software 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 will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
15.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Invoices), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, any subsidiary, affiliate or division or a substantial part of the assets of any subsidiary or division.
15.4 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.
15.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
15.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
15.7 Notices. All notices to Us must be sent to: email@example.com. All notices to You will be sent to the physical address or the e-mail address provided by Yourself upon purchase of the License. Notice will be deemed received and properly served twenty-four (24) hours after an electronic communication (including e-mail) is sent, or three (3) days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed and placed in the post and, in the case of electronic communication, that such e-mail was sent to the specified e-mail address.
15.8 Severability. If any individual provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the individual provision will be deemed null and void, and the remaining provisions of this Agreement