These Terms of Services (the “Terms” or the “Agreement”) are  a legal agreement between you (whether a single person, corporation, partnership, governmental organization, or other entity, hereinafter referred to as “you” or “your”) and Orbiseed North America Inc. (“Orbiseed”), a business operating in the field of casualty insurance, including risk engineering, and set out the terms and conditions on which you may access and use the Services (as defined below), as well as any use of the Orbiseed website(s) located at https://www.orbiseed.com/ (the “Website”). 

By accessing or using the Website or Services, you agree to be bound by this Agreement including all terms incorporated by reference, and you represent that you have the authority to enter into this Agreement. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not use the Website or Services. 

By using the Website or Services and agreeing to these Terms, you consent to Orbiseed’s collection, use and disclosure of personal information (including through the use of cookies) in accordance with Orbiseed’s privacy policy available at: https://www.orbiseed.com/privacy-policy  (the “Privacy Policy”). 

Subject to the “Entire Agreement” clause below, the version of the Agreement that applies to you is the version that you agreed to when you subscribed to the Services or, if you have renewed your initial subscription, the version you agreed to when you renewed your subscription for services. Orbiseed reserves the right to update and change this agreement from time to time. You can always find the most recent version of these Terms at the Website or such other location as Orbiseed may advise from time to time. This version may differ from the version that was included with the version you agreed to when you originally purchased or last renewed your subscription to the Services. 

If there is any conflict or ambiguity between the English language version and any other language version of this Agreement, the English language version will prevail and it will be the authentic text for the purposes of interpretation. 

1.               Services.

(a)             Software Services. In this Agreement, “Services” means any services provided to you by Orbiseed, including without limitation the provision of Orbiseed’s proprietary software-as-a-service platform for processing quotations , as well as any related services purchased by you or your organization under an order form or services agreement (“Customer Order”). “Services” includes the Documentation (as defined below) for the Services and except where otherwise noted, the Services includes any Premium Features or Content (each as defined below), whether purchased separately or included with the Services.

(b)             Premium Services and Features. In connection with your use of the Services, you or your organization may purchase additional products or services as set forth in a Customer Order (collectively, “Premium Features”) to be used solely for your internal business purposes and solely in conjunction with your use of the Services. Premium Features may include purchased Content (as defined below). Premium Features are not intended to be used as stand-alone products and require a subscription to the Services. Premium Features are purchased for the subscription term set forth in your Customer Order. Unless Orbiseed advises you otherwise, Premium Features are governed by this Agreement.

(c)             Content and Third Party Content. Orbiseed may make certain tools, templates, models, or other content available to you for your use with the Services (the “Content”). Content may be included in your subscription to the Services at no additional cost or it may be purchased separately for additional fees as set forth in a Customer Order. Content may be licensed by Orbiseed from third parties for your use (the “Third Party Content”) and may be subject to additional terms and conditions. You acknowledge and agree that: (a) access to Third Party Content may be restricted or revoked by the third party licensor at any time in such third party’s sole discretion; (b) Orbiseed is not responsible for and has no control over any Third Party Content, other than making it available to you in connection with the Services, and Orbiseed does not sponsor or endorse any Third Party Content; and (c) Orbiseed makes no representations or warranties, and has no liability to you or to any of your third parties, with respect to the accuracy, relevance, or results of use of any Third Party Content. Use of Third Party Content is subject to the terms and conditions governing such Third Party Content. Failure to adhere to such terms and conditions is a breach of this Agreement and may result in suspension or termination of your subscription for Services.

(d)             No Professional Advice. The Services, Premium Features, and Content are for educational and informational purposes only and does not constitute engineering or other professional advice.

2.               Provision of the Services. Once you have subscribed to the Services or registered on the Website, Orbiseed will make the Services available to you for the Users (as defined below), subscription type(s), number and term you have purchased as set out in the Customer Order. Orbiseed is not responsible for any unavailability of the Services caused by circumstances beyond Orbiseed’s reasonable control, including, but not limited to, external forces affecting the reliability of the Internet, computer systems, or other devices or mediums through which you access the Services.

3.               Users. You are responsible for providing accurate, current, and complete information when activating your subscription for Services, and for maintaining the confidentiality of your logon ID and password. If you become aware of any unauthorized use of your subscription or account information, you will notify Orbiseed promptly. The Services may be accessed and used by up to the maximum number of specific, individual users, from within your or your Affiliates’ organizations for which you have paid fees (“Users”). Each User will be assigned a unique identifier for access to the Services. A User’s ID and password may not be shared with any other individual; however, subject to the restriction on sharing or pooling a User’s access between multiple individuals set out below, you may permanently replace a User with another individual provided that the total number of Users does not exceed the number of Users for which you have paid the applicable fees. If you exceed or wish to increase the number of Users using the Services, additional fees will apply. Sharing or pooling a User’s access between multiple individuals to allow for temporary use by multiple users in a department or organization is not permitted. Access rights to the Services vary by subscription type as described in the Customer Order. You will have the rights and privileges associated with the subscription type(s) you have purchased. For the purposes of  these Terms , “Affiliates” means an entity which controls, is controlled by, or is under common control with you where “control” means at least a 50% ownership interest in such entity or the ability to control the management of such entity.

4.               Term and Renewal. Your subscription to the Services is for the term set out in the Customer Order. If no subscription term is set out in the Customer Order, then the subscription term is one (1) month from the date of the Customer Order. Unless: (a) you provide Orbiseed with notice of non-renewal at least 30 days before the end of the then-current subscription term, or (b) Orbiseed provides you with notice of non-renewal at least 30 days before the end of the then-current subscription term, your subscription will renew at the end of each subscription term for a further one (1) year term. The Services and the Resources contain a disabling mechanism that permits Orbiseed to prevent you from accessing the Services and the Resources on the expiration or termination of your subscription.

5.               User Data. For purposes of this Agreement, “User Data” means any data, information, content, files, or other material (proprietary, copyrighted, or otherwise) which is uploaded, entered, created, or otherwise provided by you (including by your employees, officers, directors, agents, representatives, or other affiliates) in the course of using the Services, including, but not limited to, any third-party data obtained by you. You may not upload or process User Data in or with the Services unless you have lawfully obtained such User Data and you fully comply with all applicable laws with respect to such User Data. You represent and warrant that you are in compliance with and will comply with all applicable intellectual property, privacy and data protection laws and regulations with respect to any User Data uploaded or submitted to the Services and with respect to your use of the Services.

6.               Protection, Ownership, and Use of User Data.

(a)             Orbiseed has implemented and will maintain commercially reasonable technical and organizational safeguards (including, without limitation, with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of User Data and any other organizational and technical measures necessary to protect against unauthorized access, use or disclosure of User Data) to prevent the unauthorized access, use or disclosure of User Data stored in the Services. You must also take reasonable security precautions in connection with your use of the Services and your collection, use, and submission of User Data to the Services. You will protect the confidentiality of all usernames, passwords, and other information you use to access the Services and will change your passwords periodically. You retain ownership and control of all User Data. Orbiseed will not disclose User Data, except as expressly permitted in this Agreement or by you in writing. As Orbiseed has no control over User Data, Orbiseed is not responsible or liable for the deletion, damage, loss of, or failure to store any User Data, except to the extent caused by Orbiseed’s breach of its obligations under this Agreement.

(b)             You hereby grant Orbiseed a non-exclusive, perpetual, worldwide, royalty-free license to use and copy the User Data for the purpose of providing the Services and creating aggregated and anonymized statistical analytics (“Aggregated Statistics”). Orbiseed shall be the owner of  all Aggregated Statistics and may use the Aggregated Statistics for any business purposes, including product development and improvement purposes.

(c)             You further agree that Orbiseed may process User Data, as well as your inputs to, selections, actions, training and interactions with the Services, to develop Orbiseed’s machine learning models, algorithms, learned elements, biases, attributes, and attribute transformations (the “Learned Elements”). Orbiseed shall be the exclusive owner of all intellectual property rights in such Learned Elements and will be free to use Learned Elements to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Orbiseed, provided that the Learned Elements do not contain any of your Confidential Information (as defined below).

7.               Use by Third Parties. Orbiseed acknowledges and agrees that the Services may, subject to the terms of this Agreement, be used by your third-party service providers, independent contractors, consultants, and outsourcers, provided that such third parties agree to comply with the terms of this Agreement and such third parties use the Services only for your benefit and business purposes. If requested by Orbiseed, you will provide a list of any third parties that are using the Services pursuant to this section to assist Orbiseed in managing your subscription to the Services. You will remain responsible and liable for the proper use of the Services in accordance with this Agreement by such third parties.

8.               Documentation and Electronic Delivery. All documentation shall be delivered by electronic means. The Services shall be deemed delivered when it is made available for access by you through Orbiseed’s technical systems. You agree that your subscription to the Services is neither contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Orbiseed or its employees, agents, or representatives regarding future functionality or features. “Documentation” means any supporting product help and technical specifications documentation provided to you by Orbiseed with the Services, including, without limitation, manuals and installation guides. You may access Documentation electronically through the Services. You are permitted to print and make a reasonable number of copies of the Documentation for your internal use in accordance with this Agreement, provided that you reproduce all copyright and other proprietary notices that are on the original copy of Documentation. 

9.               Beta Testing, Evaluation, and Demonstration Use. If you have received access to the Services for trial or evaluation purposes or have been provided access to the Services for demonstration or beta testing purposes (“Non-Production Trial”), you are permitted to use the Services for beta testing, trial, evaluation, or demonstration (i.e., non-production) purposes only for the limited time period as specified in Orbiseed’s beta testing, trial, evaluation, or demonstration correspondence to you. If no time period is specified, your usage is limited to a 30-day period for such purposes. [JJ1]  The Non-Production Trial is provided “as is”, free of charge and the limited warranty and technical support sections of this Agreement will not apply. You agree that you will not provide any Confidential information to the Services during the Non-Production Trial. Any User Data provided to the Services during the Non-Production Trial may be used by Orbiseed for its own internal business purposes, including but not limited to analyzing how the Services are being used and what types of files are being submitted to the Services, as well as marketing the Services to you or your organization.

10.             Ownership of Services. Subject to Section 5 (User Data) of this Agreement, all title, ownership rights, and intellectual property rights in and to the Website, Services, Learned Elements, and any services or deliverables (excluding your Confidential Information or User Data) delivered pursuant to the Services belong to Orbiseed and its licensors, who are third party beneficiaries of this Agreement as it pertains to their proprietary rights. The Services are protected by copyright laws and international copyright treaties and Orbiseed may incorporate certain measures in the Services to prevent their unauthorized use. You are responsible for any copyright infringement that you cause. In the event that you make suggestions regarding any features, functionality, or performance that Orbiseed adopts for any of its products including the Services (expressly excluding your Confidential Information), such features, functionality, and performance shall be deemed to be automatically assigned under this Agreement to Orbiseed, and shall become the sole and exclusive property of Orbiseed.

11.             Intellectual Property and Restrictions. Orbiseed reserves all right, title, and interest in and to the Services, including all related intellectual property rights not expressly granted to you in this Agreement. Without limiting the generality of the foregoing, you acknowledge that the Services contains trade secrets and subject to applicable laws, you agree that you will not:  

(a)             copy the Services, the Premium Features, or any Content or reprint or reproduce all or any portion thereof, except as permitted under this Agreement and for your own internal business purposes;  

(b)             modify, adapt, or translate the Services, the Premium Features, or any Content, except as permitted under this Agreement;  

(c)             de-compile, reverse engineer, or disassemble the Services or Learned Elements, or otherwise attempt to reduce the Services or Learned Elements, from object code to source code or reconstruct or discover any source code, underlying ideas, algorithms, file formats, or programming interfaces of the Services by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions);  

(d)             use the Services, the Premium Features, or any Content to develop any works which are functionally compatible or competitive to the Services, the Premium Features, or such Content or create any works which are derived from the Services (using the Services or the Premium Features to produce reports or other tasks permitted by the Services or the Premium Features, as applicable, are not deemed to be works derived from the Services or the Premium Features); 

(e)             lease, rent, loan, sell, sub-license, or distribute the Services, the Premium Features, or any Content outside your organization or to a third party (including, using the Services, the Premium Features, or Content on a time-sharing basis, for service bureau purposes, or for the provision of a fee generating service directly or indirectly to third parties);  

(f)              utilize any equipment, device, software, or other means designed to circumvent or remove any security mechanisms or form of copy or usage protection used by Orbiseed or its third-party licensors in connection with the Services, the Premium Features, or the Content;  

(g)             perform or attempt to perform any penetration testing, vulnerability testing, or similar scans, tests, diagnostics or similar 

analyses on Orbiseed’s software and Services, including without limitation any Premium Features or Content, in any case without prior written consent of the Company; 

(h)             combine the Services, the Premium Features, or Content with any other software (including open source software);  

(i)              publicly disseminate or disclose performance information or analysis on the Services or Learned Elements; 

(j)              use the Services, the Premium Features, or any Content in any manner that violates any applicable law or regulation;  

(k)             use any robot, spider, scraper, deep link, or other automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor any portion of the Services, the Premium Features, or any Content;  

(l)              use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, 

spiders, robots, avatars, or intelligent agents) to navigate or search the Services web site other than the search engines and search agents available through the Services and other than generally available third-party web browsers; or  

(m)           attempt to post or transmit any file which contains viruses, worms, Trojan horses, or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Services, the Premium Features, or the Content. 

12.             Verification. You acknowledge and agree that Orbiseed may, upon reasonable notice to you and no more than once per year, request records to verify that your use of the Services complies with the terms of this Agreement. If Orbiseed reasonably believes that such report is not correctly disclosing information of your Services usage, Orbiseed will conduct an audit at your business premises to verify that your use of the Services complies with this Agreement. Such audit will be carried out during business hours and will not unreasonably interfere with your business operations. The audit will further be carried out in accordance with your reasonable site security requirements. If the audit shows that you are in violation of this Agreement, you will reimburse Orbiseed for its reasonable expenses related to the audit and will pay any appropriate additional fees.

13.             Confidentiality. Each party may have access to information that is confidential to the other party, including, but not limited to, the

non-public elements of the Services itself, User Data, the terms and pricing of your subscription type(s),  all inventions, know-how, business, technical and financial information a party obtains and all information clearly identified as confidential, and information which, given its nature or the circumstances surrounding its disclosure, should reasonably be considered to be confidential (“Confidential Information”). Confidential Information will not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party without the use or benefit of the other party’s Confidential Information. The parties each agree to hold each other’s Confidential Information in confidence. Neither party will disclose the other party’s Confidential Information to any third party or use the other party’s Confidential Information for any purpose other than for the purposes of this Agreement, except as may be required by law or valid government or court order. If the receiving party is requested or required by applicable law or legal process to disclose any of the disclosing party’s Confidential Information, the receiving party will provide the disclosing party with 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. Any such disclosure will be limited to the extent required, and will be subject to confidentiality protections to the extent reasonably practicable. Disclosures of Confidential Information that are required by applicable law or legal process will not be breaches of this Agreement. Each party further agrees to adopt reasonable security measures (such as, sending information in a secure encrypted manner or masking the data) when sending the Confidential Information.

14.             Privacy Policy. Orbiseed’s Privacy Policy identifies how Orbiseed collects, uses, and discloses, on a limited basis, information concerning you and Users, other than User Data. Orbiseed’s Privacy Policy also sets forth the safeguards Orbiseed has implemented to keep such information secure.  

15.             Termination for Convenience. You may terminate this Agreement and your subscription to the Services at any time for convenience by providing written notice to Orbiseed, except during the 30-day period before the end of the then-current subscription term; however, you will remain liable for any unpaid subscription fees for the remaining unexpired subscription term. Subject to your Customer Order, Orbiseed may terminate this Agreement any time with notice to you.

16.             Termination for Cause. Either party may immediately terminate this Agreement and your subscription to the Services if the other party: (a) is in material breach of any provision of this Agreement (such as, failure to pay the required subscription fees) or any agreements or terms incorporated by reference herein; and (b) fails to either cure the breach or make substantial progress to the terminating party’s reasonable satisfaction to cure the breach within thirty (30) days receiving written notice from the terminating party. In addition, Orbiseed may terminate this Agreement immediately if you breach Section 10 (Ownership of Service) or Section 11 (Intellectual Property and Restrictions) of this Agreement. 

17.             Effect of Expiration or Termination. If your subscription term expires as provided in Section 4 (Term and Renewal), or this Agreement is terminated (other than for cause by you) pursuant to Section 17 or 18, Orbiseed will terminate your access to and use of the Services. Upon the expiration or termination of your subscription, you are responsible for removing all User Data from the Services. Orbiseed will retain your User Data in the Services for a period of 30 days after expiration or termination to facilitate such removal. The termination of this Agreement will not constitute a waiver of any fees, amounts, or charges due to either party, nor will termination in any way reduce or compromise any other rights of either party pursuant to this Agreement. All terms that by their nature should survive termination of this Agreement will survive.

18.             Limited Warranty. Orbiseed warrants that the Services (including Premium Features and Content) will perform during the subscription term in compliance with the functional specifications set out in the Documentation for the Services, provided that you administer, access and use the Services in accordance with such Documentation. Orbiseed does not warrant that use of the Services will be uninterrupted or error-free. If the Services fails to operate as warranted in this Section, and you notify Orbiseed in writing of the nature of the non-compliance, Orbiseed will make commercially reasonable efforts to promptly remedy such non-compliance without charge. If, after a reasonable opportunity, Orbiseed does not remedy the non-compliance, you may terminate your subscription to the Services and receive a refund of any prepaid, unused subscription fees for the remaining subscription term prorated from the date of your notice to the end of your then current subscription term. The foregoing remedy set forth in this Section 18 provides your sole and exclusive remedy for breach of warranty.

19.             Indemnity. You agree to defend any claim made against Orbiseed (including its employees, directors, agents, and representatives) arising from or related to: (a) any breach of your obligations under this Agreement; (b) User Data uploaded or stored in the Services, including any claim that the User Data infringes intellectual property rights of a third party; (c) a breach of your obligations with respect to the use of any Premium Features (including Content); or (d) any breach by you of applicable laws. You will have no obligation to Orbiseed to the extent the claim solely arises from the Services. You will indemnify Orbiseed from actual damages and costs (including reasonable legal fees) finally awarded against Orbiseed in respect of such claim by a court of competent jurisdiction, or settlement amount agreed to be paid in settlement of such claim, provided that: (i) Orbiseed gives the indemnifying party prompt notice of the claim; and (ii) Orbiseed provides  reasonable assistance in the defence. You shall not settle any claim that involves an admission of liability by Orbiseed without Orbiseed’s prior written consent.

20.             Disclaimer. Except for the express warranties stated in Section 18 (Limited Warranty), the Services (including the Premium Features, Content and structure of the Services) and Website are provided “as-is” and is not warranted to be error-free, and you accept the entire risk as to the quality, performance, reliability, accuracy, and results of use of the Services or Website. Except as otherwise restricted by law or as provided in Section 18, Orbiseed and its licensors disclaim all other representations, warranties, or conditions, express or implied, by statute or otherwise, regarding each of the Website, Services, Premium Features, and any Content, including, but not limited to, its fitness for a particular purpose, merchantability, durability,  or satisfactory or merchantable quality. The Premium Features and content should not be deemed either to set forth all appropriate procedures, tests, or controls or to suggest that other procedures, tests, or controls that are not included may not be appropriate. Orbiseed does not claim that use of the Premium Features or Content will assure a successful outcome. You and your Users are responsible for applying professional judgement to the specific circumstances presented to determine the appropriate procedures, tests, or controls. Use of the Premium Features, Content, and structure and any related materials are at your own risk and by so using you release Orbiseed and its licensors with respect to the Premium Features, Content, and structure and from any and all liability that may arise in connection with such use. No oral or written information or advice given by Orbiseed, its licensors, or their respective employees, officers, directors, contractors, distributors, or agents, will increase the scope of the express warranties stated in Section 18(Limited Warranty), or create any new representations, warranties, or conditions. Orbiseed will not be liable for damages arising from third party software or third-party content that operates separately but in conjunction with the Services, as third party software and third party content is licensed to you under separate agreements even if offered by Orbiseed. Some jurisdictions do not allow the exclusion of implied warranties, so the foregoing exclusions may not apply to you. In that event, any implied warranties are limited in duration to a ninety (90) day period commencing from the date you activate your subscription to the Services.

21.             Mutual Limitation of Liability. 

(a)             Orbiseed and it licensors and affiliates (including their respective employees, officers, directors, contractors, distributors, and agents) will not be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, including, but not limited to, lost profits or revenues, business interruption, loss of business information or corruption or loss of data or costs of substitute goods or services, arising out of or in connection with your use of or inability to use the Website, Services, Premium Features, Content, the provision of Technical Support (as defined below) by Orbiseed or any transaction contemplated by this Agreement, however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if advised of the possibility of such damages. Some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, so portions of this limitation and exclusion may not apply to you; and

(b)             Orbiseed and its licensors and affiliates (including their respective employees, officers, directors, contractors, distributors, and agents) will not be liable for any damages of any kind including, but not limited to all direct damages, with an aggregate value greater than the subscription fees actually paid by you for the Services in the six (6) months preceding the event first giving rise to the claim.

22.             Notices. Any notice that either party is required or permitted to give to the other party under this Agreement will be in writing, and be delivered to Orbiseed at its address set out on its Website, or at such other place as Orbiseed may direct from time to time, and to you at the address provided on the applicable Customer Order when you subscribed to, or renewed your subscription to, the Services. Either party may, from time to time, change their address for notice by providing written notice of the change of address to the other party, which notice may be sent by regular mail or email (provided that no automated or other response is received indicating non-delivery or the absence of the recipient). The delivery of notice for any other purpose will be by personal delivery, courier, registered mail, or confirmed email (except that e-mail notice will not apply for notices required under the “Termination for Cause” or “Dispute Resolution” provisions of this Agreement). Delivery will be deemed effective upon receipt, if delivered personally or by courier, on 5 business days from sending, if delivered by registered mail, or upon confirmed receipt, if delivered by e-mail (provided that no automated or other response is received indicating non-delivery or the absence of the recipient).

23.             Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

24.             Dispute Resolution. This section will apply to resolve all disputes arising out of or relating to this Agreement and your use of the Services. First, the parties will attempt in good faith to resolve each controversy or claim within sixty (60) days by negotiations between senior executives of the parties who have settlement authority and who do not have direct responsibility for the administration of the matter. The disputing party will give the other party written notice of the controversy or claim in accordance with the notice provision of this Agreement. The other party will submit a response within twenty (20) days after receiving said notice. The notice and response will include a summary of the party’s position, a summary of the evidence and arguments supporting its position and the name of the executive who will represent the party. The executives will meet at a mutually acceptable time and place within thirty (30) days of the disputing party’s notice and thereafter as often as they deem reasonably necessary to resolve the controversy or claim. If the controversy or claim has not been resolved within sixty (60) days of the disputing party’s notice, the controversy or claim will be resolved through binding arbitration. Subject to and without restriction of the rights of a party to injunctive relief or other interim measures of relief, the parties agree to resolve disputes by binding arbitration before a single arbitrator who has substantial experience in resolving commercial technology contract disputes. The arbitration will be held in Toronto, Ontario and the arbitration will be conducted in accordance with the ICC Rules of Arbitration. The language of the arbitration will be English. 

25.             Waiver and Severability. No waiver of any right under this Agreement is effective unless in writing and signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement. If any section of this Agreement is unenforceable, that section will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability and the other sections of this Agreement will remain in full force.

26.             Entire Agreement. This Agreement, the Customer Order, and all other agreements and terms incorporated by reference herein or in which this Agreement is incorporated by reference comprise the complete and exclusive statement of the agreement between the parties with respect to your subscription to the Services and supersede any prior discussions or agreements, oral or written, between the parties with respect to the Services. If you have entered into a written agreement or addendum with respect to the Services which is signed by both you and Orbiseed, such written agreement or addendum will take precedence over this Agreement to the extent expressly stated in such written agreement or addendum.

27.             Assignment and Enurement. Either party may, upon giving prior written notice to the other party, assign its rights under this Agreement to a: (a) subsidiary or affiliate company; or (b) corporate successor by merger, purchase of assets and assumption of liabilities, acquisition, reorganization, or otherwise; provided that such subsidiary, affiliate, or corporate successor agrees to be bound by this Agreement. In addition to the foregoing, you may only assign this Agreement if the assignee is not a competitor of Orbiseed, you cease use of the Services, and the usage of the Services does not exceed the number of Users for which you have purchased subscriptions. Neither party will be considered in breach of the confidentiality provisions of this Agreement by reason of such assignment. This Agreement will enure to the benefit of and be binding upon the parties and their respective legal representatives, successors, executors, heirs, and permitted assigns.

28.             Promotions. You agree that Orbiseed may include your name, logo, and other identifying marks in Orbiseed’s published customer list and other promotional materials, which may be provided to other potential customers of Orbiseed and/or its affiliates or distributors.

29.             Monitoring Usage. You acknowledge and agree that Orbiseed may, from time to time, review and monitor use of the Services, including analysis of individual user behaviour, in order to test and evaluate the performance of the Services and to protect the operation and integrity of Orbiseed’s systems. Orbiseed may collect technical data and related account activity information, including, but not limited to, technical information about your use of the Services (for example: session length, device type, operating system), and use this information (other than User Data) for purposes of research, development, and service improvement. Such information does not include User Data and is data used by Orbiseed internally. 

30.             Compliance with Laws. Each party will comply with applicable privacy and data protection laws and its own data security policies in connection with the Services.