IMPORTANT - READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) BEFORE USING THE APPLICATION AND SERVICE FROM WWW.LYNKOS.COM, OR ITS SUBDOMAINS, SUCH AS PRO.LYNKOS.COM, MY.LYNKOS.COM AND CORP.LYNKOS.COM (THE “APPLICATION"). BY SELECTING THE "I ACCEPT" BUTTON BELOW, OR BY USING THE APPLICATION, YOU AGREE FOR YOURSELF AND THE RELEVANT LYNKOS CUSTOMER TO BE LEGALLY BOUND BY THESE TERMS AND THE ACCOMPANYING PRIVACY POLICY AVAILABLE AT WWW.LYNKOS.COM. IF YOU SELECT "I DO NOT ACCEPT," THE REGISTRATION PROCESS WILL NOT PROCEED AND YOU CANNOT USE THE APPLICATION. DO NOT SELECT "I ACCEPT," CONTINUE WITH YOUR REGISTRATION, OR USE THE APPLICATION UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO ALL THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS DO NOT CONTINUE WITH YOUR REGISTRATION AND DO NOT USE THE APPLICATION.
FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRES AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW.
IMPORTANT NOTICE
You and the Lynkos Customer (as defined herein) represent and warrant that You are at least 18 years old. Please note that the Application is not for use by children less than 18 years of age or the relevant age of majority in your jurisdiction. If it comes to Lynkos' attention through reliable means that a registered user is a child under 18 years, or such other relevant age, Lynkos will cancel that user's account.
LYNKOS Terms of Use & End User License Agreement
By accepting these Terms of Use, You and the Lynkos Customer represent that You have the capacity to be bound by it or if You are acting on behalf of a company or entity that You have the authority to bind such entity. Before You continue, You should print or save a local copy of this Agreement for Your records.
1. Grant of Limited License
Subject to these Terms and the fulfillment of contractual obligations to Lynkos by the party authorizing You to use the Application under the terms of a Master Customer Agreement with Lynkos (“Lynkos Customer”), Lynkos grants to You a limited, personal, non-exclusive, non-sub licensable, non-assignable, non-transferable right to use the Lynkos Application. Lynkos reserves all rights in the Application not expressly granted herein, including without limitation ownership and proprietary rights.
Lynkos is entitled, without any liability, to refuse, restrict, limit, suspend and/or interfere or interrupt the Application or any part thereof, without any notice to You for the repair, improvement, and/or upgrade of the Application or for any of the reasons for termination as mentioned below.
Lynkos may change any technical features of the Application in order to keep pace with the latest demands and technological developments, at its own discretion and without any notice to You.
2. License Exclusions
You may not make any use of the Application in whole or in part that is not expressly permitted by these Terms. The permission granted herein is solely for Your benefit and may be used only for Your internal purposes. No license, right or interest in any Lynkos trademark, trade name or service mark is granted hereunder. You shall take no action designed to defeat the operation of any security measure incorporated in the Application, www.lynkos.com, or its subdomains, such as pro.lynkos.com, my.lynkos.com and corp.lynkos.com.
You acknowledge and agree to use the Application solely for lawful purposes. You agree that You shall not, under any circumstances,
2.1 Copy or modify any software on the Application;
2.2 Reverse engineer, decompile, or disassemble all or any portion of the Application;
2.3 Sell, grant a security interest in or transfer reproductions of the Application to other parties in any way not expressly authorized herein, nor shall You rent, lease or license the Application to others;
2.4 Facilitate, create or maintain any unauthorized connection to the Application, including without limitation any connection to any unauthorized server that emulates, or attempts to emulate, the Application. All connections to the Application, may only be made through methods and means expressly approved by Lynkos. Under no circumstances may You connect, or create tools that allow You or others to connect, to the Application's proprietary interface other than those expressly provided by Lynkos for public use;
2.5 Use the Application in any fraudulent way;
3. Use of the Application & Use Guidelines
3.1 User Responsibilities. You (the “User”) and the Lynkos Customer are responsible for all activities that occur under Your User account, conformance with these Terms (including the Lynkos Privacy Policy). User Data (as defined below) that you create, upload, or copy to the Application may, if you choose, be read, copied, used and redistributed according to your selected privacy settings. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, accessibility and privacy settings of all User Data; (ii) use reasonable efforts to prevent unauthorized access to, or use of, the Application or its related systems and networks, and notify Lynkos as soon as possible of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Application; (iv) not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (v) not knowingly send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (vi) not knowingly send or store material containing software viruses, malicious code, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) not interfere with or disrupt the integrity or performance of the Application or the data contained therein; and (viii) not attempt to probe, scan, penetrate or test the vulnerability of a Lynkos system or network or to breach Lynkos’ security or authentication measures, whether by passive or intrusive techniques, without Lynkos’ express written consent.
3.2 Registration. To use the Application, You and/or the Lynkos Customer are required to complete and submit a user registration form ("Registration Form"). As part of this registration process for, You and the Lynkos Customer agree to: (i) provide certain limited information about Yourself and the Lynkos Customer as prompted to do so by during the registration process or thereafter by the Application (such information to be current, complete and accurate) and (ii) maintain and update this information as required to keep it current, complete and accurate. The information requested at the time of the original signup shall be referred to as registration data ("Registration Data"). If Lynkos discovers that any of Your Registration Data is inaccurate, incomplete or not current, or if Lynkos determines, in its sole discretion, that You or the Lynkos Customer are not an appropriate subscriber or user of the Application, Lynkos may terminate all rights to access and use the Application, Service and software immediately upon notice.
3.3 Password. When You register to use the Application, You will be provided with a password in a format specified by Lynkos. You shall not disclose such password to any other person or entity and shall ensure that the password remains confidential for the duration of this Agreement. In the event that You know or have a reasonable suspicion that a third party knows Your password, You shall immediately change your password and notify Lynkos via: support@lynkos.com. If Lynkos has reasonable grounds for believing that You have misused or are misusing the password, Lynkos may require You to change the password or may suspend Your use of the Application until such time as Lynkos is satisfied that the security of the Application and services is no longer compromised by Your account activities.
3.4 User Equipment. Lynkos is not responsible for (i) obtaining and maintaining any User equipment or any ancillary services needed to connect to, access or otherwise use the Application; (ii) paying third-party access charges (e.g., kiosk, ISP, telecommunications) incurred while using the Application; and (iii) ensuring that the User equipment and any ancillary services are compatible with the Application and comply with all configuration requirements set forth in the Documentation.
3.5 Updates and Maintenance. Lynkos may from time to time deploy or provide patches, updates and modifications to the Application that must be installed for You to continue to use the Application. Lynkos may update the Application, without the knowledge or consent of the user, and You hereby grant to Lynkos Your consent to deploy and apply such patches, updates and modifications. Lynkos will make all reasonable commercial attempts to make the Services available without interruption but reserves the right to suspend availability of the Application in order to perform maintenance of the Services at such intervals and for such periods as Lynkos may in its complete discretion decide. Wherever reasonably possible, Lynkos will provide prior notice of such activities.
3.6 Provision of the Application by Lynkos. Lynkos is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Application that Lynkos provides may change from time to time without prior notice to You. In the event the Application becomes the subject of actions or claims of infringement of Intellectual Property Rights, Lynkos shall have the right to (i) modify or replace the Application in such a manner that the infringement ends, or (ii) terminate this Agreement in respect of any such Application service as Lynkos sees fit, without incurring any liability (except Lynkos’ limited liability for indemnification under this Agreement for actions or claims prior to such termination, if any).
3.7 Service Availability and Regulatory Compliance. You may not be eligible for all the products or services described on the Application. You are required to inform yourself about and observe any relevant local restrictions.
3.8 Subcontractors. In some cases, Lynkos uses subcontractors to provide services on the Application. Sometimes, these subcontractors, who are bound to Lynkos by terms of confidentiality and nondisclosure agreements, will be providing the Application services to You on behalf of Lynkos itself. You acknowledge and agree that subcontractors will be entitled to provide the Application services to You.
4. Proprietary Rights
4.1 Ownership. The Application and other Intellectual Property (including but not limited to software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information) of Lynkos, and its Third Party service or data providers, and all copies and parts thereof, whether any of the foregoing are pre-existing, developed in the course of this Agreement, or otherwise, are and shall at all times remain, the sole and exclusive property of Lynkos or the respective Third Party, including without limitation, all patents, copyrights, trademarks, and all other Intellectual Property Rights embodied therein or appurtenant thereto. There are no implied rights and all other rights not expressly granted in the Agreement are reserved. Unless otherwise agreed to in writing by the Parties, all license, right or interest to the Application, its content, services, derivative works shall be the property of Lynkos and/or its Third Party providers.
4.2 User Data. “User Data” means all text, files, data, output, programs, information, or other information or material that is owned or licensed by Customer or Users and submitted to the Application. All User Data submitted to the Application by You is licensed to or owned exclusively by You. Lynkos may access User accounts, including User Data, solely to deliver the Application services, create and aggregate anonymized data, respond to technical problems, or at the User’s request. User retains all copyright, trademark and other Intellectual Property Rights (including but not limited to software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information) in User data and equipment. There are no implied rights and all other rights not expressly granted in the Agreement are reserved. You agree that you are solely responsible for (and that Lynkos has no responsibility to you or to any third party for) any User Data that you create, transmit or display while using the Application and for the consequences of your actions (including any loss or damage which Lynkos may suffer) by doing so.
4.3 Proprietary Notices. You agree to maintain all copyright and any other proprietary notices appearing on content displayed on the Application including, without limitation, the Lynkos Logo and the “powered by LynkOs” attribution requirement as specified in the Documentation. Any removal of, or failure to include proprietary notices on User Data will be considered a breach of the Intellectual Property Rights under this Agreement.
4.4 Service Suggestions. Lynkos shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Application any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by its Users relating to the operation of the Application without the payment of any additional consideration therefore to User.
5. Privacy and Confidentiality
5.1 Privacy. Lynkos is compliant with global standards in security, data collection, and data exchange formats. Lynkos shall treat all data in its possession as part of the Application according to the terms of the Privacy Policy available on the Lynkos website at www.lynkos.com, as amended from time to time, and deemed incorporated into this Agreement.
5.2 Confidentiality. As used herein, "Confidential Information" means all confidential and proprietary information of a Party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement the, User Data, the Service, the Application, business and marketing plans, technology and technical information, product information, and business processes. The Receiving Party shall not disclose to anyone except those employees or subcontractors of the Receiving Party who have a need to know under this Agreement, or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will not disclose Confidential Information of the Disclosing Party unless it believes it is reasonably necessary to i) comply with any applicable law, regulation, legal process or governmental request, ii) enforce the Application Terms of Use including investigations of potential violations thereof, iii) detect, prevent, or otherwise address fraud, security or technical issues, or iv) protect against harm to the rights, property or safety of the Provider, Lynkos, the Application, its users, or the public and provided that it shall provide the Disclosing Party with prompt notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Confidential information does not include Anonymized Data generated by Lynkos from the use of the Application.
6. WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION IS PROVIDED ON AN “AS IS” BASIS AND LYNKOS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SOFTWARE, APPLICATION, SERVICES, AND CONTENT, INCLUDING INFORMATION, NAMES, IMAGES, PICTURES, LOGOS AND ICONS REGARDNG OR RELATING TO LYNKOS OR TO THIRD PARTY PROVIDERS IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR ANY KIND OF WARRANTY MADE. LYNKOS MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPREHENSIVENESS OF THE INFORMATION APPEARING ON THE APPLICATION.
NEITHER LYNKOS NOR ANY OF ITS AFFILIATES, AGENTS, SERVICE PROVIDERS, PARTNERS, EMPLOYEES OR ITS THIRD PARTY LICENSORS WARRANTS THAT THE SOFTWARE, APPLICATION, WEBSITE, OR SERVICES WILL BE FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING OR DESTRUCTIVE BY NATURE AND YOU ARE RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT AS WELL AS PROTECTION FROM SUCH VIRUSES OR OTHER CODE THAT MAY CONTAMINATE OR DESTROY YOUR SYSTEM OR DATA.
NEITHER LYNKOS NOR ANY OF ITS AFFILIATES, AGENTS, NETWORK SERVICE PROVIDERS, PARTNERS, EMPLOYEES OR ITS THIRD PARTY LICENSORS WARRANTS THAT THE SOFTWARE, APPLICATION, OR SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
NEITHER LYNKOS NOR THE APPLICATION IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. LYNKOS IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. THE APPLICATION IS INTENDED ONLY TO ASSIST YOU IN YOUR FINANCIAL PLANNING ACTIVITY. THEREFORE, BEFORE MAKING ANY FINAL DECISIONS OR IMPLEMENTING ANY FINANCIAL STRATEGY, LYNKOS STRONGLY ADVISES YOU TO SEEK ADVICE FROM YOUR ACCOUNTANT OR OTHER FINANCIAL ADVISERS WHO ARE FULLY AWARE OF YOUR OR YOUR CLIENTS’ INDIVIDUAL CIRCUMSTANCES. YOU AGREE THAT ALL ACCESS AND USE OF THE APPLICATION AND ITS CONTENTS IS AT YOUR OWN RISK.
YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE APPLICATION OR IS TO CEASE USE OF THE APPLICATION.
THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE APPLICATION IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
7. Indemnification
You agree that Lynkos shall have no liability whatsoever for any use made of the Application by You or any third party. You and the Lynkos Customer hereby agree to defend, indemnify and hold harmless Lynkos from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your use of the Application as well as from Your failure to comply with any terms of this Agreement.
8. Limitation of Liability
8.1 Limitation of Liability. LYNKOS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE APPLICATION, YOUR USE OF THE APPLICATION, OR THIS AGREEMENT, EVEN IF LYNKOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LYNKOS’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
8.2 Exclusion of Consequential and Related Damages. EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Termination
9.1 Termination. These Terms are effective until terminated. You may terminate these Terms at any time by notifying Lynkos of Your intention to terminate these Terms and ceasing to use the Application. Lynkos may terminate this Agreement at any time for any reason or no reason in accordance with the Return of Data provisions contained in this Section. In such event, You must immediately and permanently cease to use the Application. Upon termination of this Agreement for any reason, all licenses granted herein shall immediately terminate. The provisions in the paragraphs above labeled PROPRIETARY RIGHTS, LIMITATION OF LIABILITY, WARRANTY DISCLAIMER and INDEMNIFICATION and, any other terms that, by their nature, ought to survive termination, will survive the expiration or termination of this Agreement.
9.2 Termination for Cause. Lynkos may immediately terminate this agreement by giving notice to You and/or the Lynkos Customer if:
(i) The Lynkos Customer breaches the Master Customer Agreement;
(ii) You breach the Terms of this Agreement and such breach is not curable within 30 days;
(iii) Required by a valid judicial or governmental order;
(iv) You or the Lynkos Customer breach the use rights contained in the Agreement;
(v) You or the Lynkos Customer engage in any unauthorized manufacture, copying, distribution or use of any part of the Application, or otherwise engages in the infringement of Lynkos’ Intellectual Property Rights;
(vi) You or Lynkos Customer fails provide Registration Data in accordance with this agreement;
(vii) Lynkos Customer becomes insolvent, voluntarily or involuntarily enters bankruptcy, reorganization, composition or other similar proceedings under applicable laws, admits in writing its inability to pay debts, or makes or attempts to make an assignment for the benefit of creditors.
9.3 Return of Data. Upon specific request by the Lynkos Customer made within 90 days of the effective date of termination and provided that the Lynkos Customer has remitted all outstanding fees and payments due to Lynkos under the Terms of the Master Customer Agreement, Lynkos shall make available to Lynkos Customer for download a file of Your Data in a mutually agreed upon format. After such 90-day period, Lynkos shall have no obligation to maintain or provide any data or materials and shall thereafter, delete all of Your Data on its systems or otherwise in its possession or under its control.
9.4 Effect of Termination. Upon the effective date of termination of this Agreement: (i) Subject to Section 9.3, Lynkos shall immediately cease providing access to the Application; (ii) Your license to use the Application and Service shall cease; (v) upon Lynkos Customer’s written request, Lynkos shall acknowledge to Lynkos Customer only, in writing, that all relevant data has been removed and deleted from its systems within 90 days of termination; and (vi) Lynkos shall delete all relevant backed-up data from Lynkos systems within 180 days of termination of this Agreement.
10. Changes in the Agreement
Lynkos reserves the right to modify these Terms at any time by providing such revised terms to You or by publishing the revised terms on the Application. The revised Terms shall become effective within seven (7) days of such publishing or provision to You, unless You expressly accept the revised Terms earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the Application after expiry of the notice period of seven (7) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Terms. You can find the latest version of these Terms at www.lynkos.com. Lynkos may change, modify, suspend, or discontinue any aspect of the Application at any time. Lynkos may also impose limits on certain features or restrict Your access to parts or all of the Application without notice or liability. You have no interest, monetary or otherwise, in any feature or content contained in the Software.
11. Export Restrictions
You acknowledge that the Application may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the software and Application as well as end-user, end-use and destination restrictions issued by national governments.
12. Notices and Your Consent
You give us consent to provide You with required notices, agreements and information concerning the Application electronically. Lynkos will provide You our notices either by sending them to the e-mail address that You give to us during registration or by posting the notices on the home page of the relevant web page of the applicable service or application. If You want to withdraw Your consent to receive notices electronically, You must discontinue Your use of the Application.
13. Arbitration
The parties agree to attempt to amicably settle any dispute, first by discussions among their commercial contacts, and then by escalation to their respective chief executive officers. Any dispute arising out of or in connection with this Agreement that can not be settled by good faith negotiations between the parties within sixty (60) days after one party gives the other party notice requesting discussions to resolve such dispute, including any question regarding its existence, validity, interpretation or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. The arbitration tribunal shall consist of one arbitrator appointed by the Parties. If the Parties fail to agree on the identity of the arbitrator, the arbitrator will be appointed in accordance with said Rules. The place of arbitration will be London, England, unless the parties agree otherwise. The language of arbitration will be the English language.
14. Governing Law and Venue
This Agreement shall be governed exclusively by the internal laws of England and Wales without regard to its conflicts of laws rules. In the event that the Arbitration process contained herein does not succeed in settling the dispute, the courts located in London, England shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts. Each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
15. General
No waiver, alteration, or modification of the provisions of these Terms or any of the terms of a purchase order will be valid unless made in writing and signed by a corporate officer of Lynkos. If any provision or provisions of these Terms are determined to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions of these terms will not in any way be affected or impaired thereby. You may not assign these Terms to any third party; Notwithstanding the foregoing, either Party may assign this Agreement together with all rights and obligations hereunder, without consent of the other Party, 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. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Where Lynkos has provided You with a translation of the English language version of the Terms, then You agree that the translation is provided for Your convenience only and that the English language versions of the Terms will govern Your relationship with Lynkos. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
16. Basis of Bargain
Each Party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained-for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each Party under this Agreement and in the decision by each Party to enter into this Agreement.
LYNKOS SA
Last Modified: January 20th, 2011