11. GENERAL PROVISIONS

  1. ASSIGNMENT Neither party may assign its rights or obligations, whether by operation of law or otherwise, without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, either party may (i) in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such party, assign this Agreement in its entirety to such party’s successor without the other party’s consent; and (ii) assign this Agreement in its entirety (or in part) to any company, partnership or other legal entity which from time to time directly or indirectly Controls, is Controlled by or is under the common Control with such party, where ‘Control’ means the legal power to direct or cause the direction of the general management of the company, partnership or other legal entity. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
  2. NOTICES  To Us: Notice will be sent to the contact address set forth in the Jurisdiction Specific Terms, and will be deemed delivered as of the date of actual receipt. To you: Notice will be sent to your address as provided by you in the ONEiO account contact information. We may give electronic notices by general notice via the Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or in the Service. We may also give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
  3. GOVERNING LAW This Agreement shall be interpreted and construed in accordance with the laws of the country stated in the JURISDICTION SPECIFIC TERMS below, without regard to conflict of law principles.
  4. SETTLEMENT OF DISPUTES All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The Emergency Arbitrator Provisions shall not apply. The place of arbitration shall be the city stated in the JURISDICTION SPECIFIC TERMS below. The language of the arbitration proceedings shall be English.

    Notwithstanding the preceding sentence in this Section 11.4, claims for non-payment of monetary charges may be resolved in the courts of respondent’s place of domicile if the respondent does not contest its payment obligation.

    The award of arbitration shall be final and binding upon both parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in an action to enforce this Agreement shall be entitled to the costs of bringing the claim and to reasonable attorneys’ and experts’ fees and expenses. Notwithstanding the foregoing, either Party may also seek and obtain appropriate relief in any court of competent jurisdiction for claims regarding either party's intellectual property rights and Confidential Information.

  5. INSURANCE During the term of this Agreement, we will, at our own cost and expense, obtain and maintain in full force and effect, with reputable insurers, liability insurance with coverage and minimum limits of liability as follows: (i) Commercial General Liability Insurance or equivalent, with minimum limits of €1,000,000 Each Occurrence and €2,000,000 Aggregate; and  Professional Liability (errors and omissions liability insurance), with a minimum limit of €100,000.

  6. FORCE MAJEURE Neither party shall be liable for delay and damage caused by an impediment beyond the party’s control and which the party could not have reasonably taken into account at the time of conclusion of the Agreement and whose consequences the party could not reasonably have avoided or overcome. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, natural catastrophe, interruptions in general data communication or supply of electricity, import or export embargo. 

    Strike, lockout, boycott and other similar industrial action shall also be a force majeure event, if not proven otherwise, when the party concerned is the target to such an action. A force majeure event suffered by a subcontractor of a party shall also be considered a force majeure event in relation to the party, if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time.

    Each party shall without delay inform the other party in writing of a force majeure event and of the termination thereof. The party suffering a force majeure event shall use reasonable efforts to mitigate against the effects of such force majeure event. If a force majeure event continues for a continuous period of 10 days or more, the other party may terminate this Agreement on written notice to the party suffering a force majeure.
  7. PROTECTION OF CUSTOMER DATA We shall maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in compliance with the General Data Protection Regulation and other applicable privacy laws and, in addition, as described in the Documentation. These safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Our personnel except (a) to provide the Service, including to prevent or address service or technical problems, (b) as compelled by law, or (c) as You expressly request or permit Us to do in writing.

    Except with respect to a Free Trial, to the extent that We process any Personal Data contained in the Customer Data, on Your behalf, in the provision of the Service, the terms of the ONEiO Data Processing DPA, which is hereby incorporated by reference, shall apply and the parties agree to comply with such terms.

  8. ENTIRE AGREEMENT This Agreement is the entire agreement between You and Us regarding Your use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, 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. Any term or condition stated in Your purchase order or in any other of Your order documentation, or in any of Our invoices or other order documentation, in conflict with the provisions of this Agreement is void.
  9. APPENDICES AND ORDER OF PRECEDENCE In the event of any inconsistency between various provisions and documents which comprise this Agreement the hierarchy shall be
    1) the Subscription agreement, 2) this Master Subscription Agreement with the DPA; and 3) the annexes and appendices of the Subscription Agreement in their numerical order.
  10. AMENDMENTS; We may update and change any part or all of these Terms of Service, including the fees and charges associated with the use of the Service (but, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees’ section above.) When we update or change these Terms of Service, the updated Terms of Service will be posted at http://**. 

    The updated Terms of Service will become effective and binding on the next business day after it is posted. When we change these Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. If you would like to receive an email notification when we update the Terms of Service, complete the form found at http://l**

    For the Product Specific Terms and Jurisdiction Specific Terms pages, if we make updates or changes we will provide notice of those changes at our discretion. The updated Product Specific Terms and Jurisdiction Specific Terms pages will be effective upon posting. We encourage you to review these Terms of Service periodically.

    If you do not agree with a modification to the Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Terms of Service published by us on our website will apply.

  11. NO WAIVER No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
  12. PUBLICITY You grant us the right to add your name and company logo to our customer list and website. To object to this use, please indicate so by filling out the form here http://l**..
  13. RELATIONSHIP OF THE PARTIES The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party shall have any right or authority to assume or create any obligation of any kind, expressed or implied, in the name of or on behalf of the other Party.
  14. THIRD-PARTY BENEFICIARIES There are no third-party beneficiaries under this Agreement.
  15. SEVERABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
  16. SUBCONTRACTING We may at any time subcontract or delegate any or all of Our obligations under this Agreement to a third party. However, We shall remain liable to You for any and all services provided by such third party.
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