1. GENERAL
This Master Service Agreement (“MSA”), along with any other terms incorporated hereto or referenced herein (collectively: the “Agreement”) govern the relationship between SayMine Technologies Ltd. (“MineOS”) and the individual or entity (“Customer”) accessing or using MineOS platform (the “Platform”), designed to support and streamline MineOS's customers’ privacy, security and compliance efforts (the “Services”), and constitute a binding agreement between Customer and MineOS.
2. THE SERVICES; ORDER FORM
Subject to this MSA, MineOS will provide Customer with the Services detailed in the applicable ordering document that references this MSA (“Order Form”). The Parties may enter into multiple Order Forms under this MSA. In the event of a conflict between any provision of this MSA and an Order Form, the terms of the applicable Order Form will prevail.
3. SERVICES FEES
MineOS’s fee-based Services can be used subject to a purchase for the prices and in accordance with the payment terms set in the applicable Order Form (“Service Fees”). Customer will pay the Service Fees, in accordance with the payment terms, as set forth in the applicable Order Form. If Customer is entitled to a discount on the Service Fees in accordance with the Order Form, Customer acknowledges that the discount detailed in the Order Form is only applicable for the Initial Term, and will not apply to any Renewal Term, unless agreed otherwise by the Parties in writing. Except as explicitly provided under the MSA, all Service Fees are non-refundable. MineOS reserves the right to charge an up to 10% increase to the Service Fees, for any renewal term, provided that MineOS notifies Customer at least forty-five (45) days of such increase. For clarification purposes only – such increase will be calculated based on the original Service Fees detailed in the Order Form, before the discount (to the extent applicable) granted to Customer. Customer will assume all costs associated with Customer’s use of the Services, including, without limitation, any internet access fees and backup expenses. All Service Fees are exclusive of any foreign or domestic sales taxes, withholding taxes, use taxes and any other taxes and charges of any kind imposed by any federal, state, local or foreign governmental entity, and Customer is solely responsible for the payment thereof. Unpaid due amounts are subject to the statutory interest rate, and all payment collection expenses, including without limitation reasonable attorney’s fees.
4. RIGHT OF USE
Subject to this MSA, MineOS grant Customer a world-wide, limited, non-exclusive, non-transferable, revocable, and non-sublicensable right to access and to use the Platform for the sole purpose of utilizing the Services during the Term. All rights not specifically granted hereunder are reserved to MineOS. Customer may not resell, rent, lease, transfer, lend, timeshare, assign, display or permit others to use the Platform of the Services except as explicitly provided under this MSA. Customer may allow Customer’s employees, consultants, contractors or agents (“Customer’s Users”) to access and use the Services, solely on Customer’s behalf, provided that: (A) Customer’s Users are aware and compliant with the Agreement; (B) Customer’s Users are bound by a non-disclosure agreement that is no less restrictive than the confidentiality obligations under the terms of the Agreement, and (C) Customer assumes full responsibility for all acts and omissions of Customer’s Users related to their use of the Platform and Services. Customer grants MineOS a right and permission to use any and all data provided or made available by Customer to MineOS, for the purpose of performing the Services and exercising its rights and obligations under this MSA.
5. LAWFUL AND PERMITTED USE ONLY
Customer may use the Services for lawful purposes only. Customer may not use the Platform or Services: (A) for any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate applicable laws and regulations, including without limitation laws and regulations governing data protection and privacy; or, (B) in any manner that is not explicitly under this MSA.
6. PROHIBITED USES
Customer may not, directly or indirectly, either or by itself or through any other person or entity: (A) permit any third party to access the Services; (B) use, rent, lease, sell, transfer (by sublicense, assignment or otherwise), time share, modify, reproduce, copy, make derivative works from, distribute, publish, use to provide service bureau services, or publicly display the Platform and/or any part thereof; (C) misuse, reverse engineer, decompile, or otherwise attempt to discover the source code of the Platform; (D) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious codes, files, scripts, agents or programs; (E) use the Services to train artificial intelligence system or machine learning model; (F) interfere with or disrupt the integrity or performance of the Services; (G) attempt to gain unauthorized access to the Services and related systems or networks, or systematically access the Services using “bots” or “spiders”; (H) copy, frame or mirror the Services, except for Customer’s own internal business purposes; (I) use the Services to develop or offer a service that is similar to the Services; (J) represent that Customer possess any proprietary interest in the Platform and/or Services; and (K) except as specifically permitted hereunder, use the name, trademarks, trade-names, and logos of MineOS. The above restrictions will survive the termination of any agreement between Customer and MineOS.
7. NON-COMPETITION
Customer represents and warrants that Customer will not use the Services or Platform to engage in or permit others to engage in any competitive activities with MineOS.
8. TERM AND TERMINATION
The initial term of the Agreement is set in the applicable Order Form (“Initial Term”). Except as otherwise specified in the applicable Order Form, the term of the Agreement will automatically renew for an additional 12 months (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party notifies the other party in writing at least 30 days prior to the end of the term indicated in the applicable Order Form. Unless expressly provided under the Order Form, the applicable fees for the renewal term will be at MineOS’s than current applicable price list, subject to the provisions of section 3 to this MSA. The Initial Term and each Renewal Term shall collectively be referred to as the Term.
Customer, in its sole discretion, may terminate Customer’s account and the Agreement at any time, without cause, by contacting MineOS via email at: portal@mineos.ai and sending MineOS at least thirty (30) days’ prior written notice. Provided however, no refund would be made in the event of termination for convenience by Customer under this section.
Either Party may terminate this MSA immediately upon written notice if: (A) the other Party materially breaches this MSA and such breach is uncurable or remains uncured for a period of sixty (60) days after the Party’s written notice of such breach; (B) an event of Force Majeure (as defined under the SLA) continues for more than thirty (30) days, or (C) the other Party terminates its business activities, becomes insolvent, or is otherwise engaged in bankruptcy proceedings.
9. MODIFICATIONS TO THE SERVICES
MineOS may, either partially or in its entirety modify, adapt or change the Services and Platform, or any of its features, user interface and design, the extent and availability of the content of the Services and any other aspect related thereto, through updates and upgrades, provided that MineOS will not materially decrease the overall functionality of the Services. MineOS will send a reasonable advance notice to Customer about substantial changes in the Services. Failures incidental to such modifications may occur and MineOS will not be held responsible for modification related failures, provided that MineOS will make commercially reasonable efforts to reinstate the full operability of the Services and subject to the provisions of the SLA (as defined below).
10. SERVICE SUSPENSION
MineOS may suspend the provision of the Services if: (A) one or more of Customer’s payments are thirty (30) days or more overdue and MineOS has notified Customer of Customer’s payment default; (B) if MineOS believes that a suspension is necessary to avoid substantial harm to Customer, to other MineOS customers, to MineOS or to any of its affiliates and contractors, or to a third party, including as a result of a third-party infrastructure or communications failures or disruptions, or due to malicious attacks on the Services’ systems, or to cure a material breach, or as required by laws, by a court of law or by a governmental authority or agency. Customer will be entitled to an extension of the term of the Agreement, equal to the suspension period.
11. SERVICE AND PERFORMANCE DATA
The Services’ systems capture, and monitor events, audit and security logs, metrics and other data related to the use of the Services (“Services and Performance Data”). MineOS uses Services and Performance Data to operate, maintain and develop the Services, to draw insights and compile statistical and performance data and to for archival and evidentiary purposes in lieu of existing and potential legal and administrative proceedings. MineOS retains all rights, title and interest thereto.
12. DATA DELETION
When Customer processes individuals’ requests via the Services, MineOS will exercise such request in accordance with Customer’s instruction and delete all personal data, except that MineOS will create and retain an identifier which MineOS will store along with Customer’s company name and a time stamp, for the purpose of maintaining a record of the deletion (“Deletion Record”). MineOS will share such generated identifier with Customer and with the individual who requested that the personal data related to him/her be deleted. Customer undertakes to retain all Deletion Records received through Customer’s use of the Services. Any future post-deletion requests or inquiries made by Customer to MineOS regarding the deleted record must include a copy of the relevant Deletion Record. If a user of Customer’s MineOS account requests the deletion of personal data related to that user, MineOS will delete details related to that user, while Customer’s account will remain active. Following the termination of this MSA, and for a limited period of ninety (90) days (“Export Period”), MineOS will make available all Deletion Records for download in a structured, commonly used and machine-readable format. Following the Export Period, MineOS will delete Customer’s Services account and all Customer Data in accordance with the terms of the DPA (as defined below), including without limitation all Deletion Records. If following the Export Period, any portion of the Customer Data, including without limitation the Deletion Records are required by MineOS, at MineOS’s sole discretion, in connection with any claims, suits, demands, legal or administrative proceedings, or to protect the interests of MineOS and of anyone on MineOS’s behalf (collectively, each a “Demand”), upon MineOS’s written request, Customer will promptly provide MineOS with a full copy of all Customer Data requested by MineOS. If Customer fails to timely provide MineOS with copy of the requested Customer Data, for any reason or for no reason, Customer will hold indemnify MineOS upon MineOS’s written demand, and hold MineOS harmless from and against any and all claims, suites, demands, fines, costs and expenses (including attorneys and other professionals’ fees) in relation to any Demand.
13. CONFIDENTIALITY
“Confidential Information” means non-public business, financial and technical information, including any data and business-related information provided by Customer to MineOS, the Services and all elements and functionality details related thereof, this MSA and any third-party information that the disclosing party is obligated to keep confidential, that is either marked as “confidential” or “proprietary” or which, under the circumstances, should be understood to be confidential. Confidential Information does not include information which: (A) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (B) is or becomes available to the receiving party on a non-confidential basis by a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (C) is developed independently by the receiving party without use of the disclosing party’s Confidential Information and by persons without access to such information. The receiving party will use measures at least as protective as those it uses for its own confidential information, but no less than reasonable measures, to keep in confidence and not to disclose to any third party any Confidential Information of the disclosing party, except to those of the receiving party’s personnel, including external advisors, consultants, insurers and investors, who need to know such Confidential Information, who are informed of the confidential nature of the Confidential Information and who agree to be bound by terms of confidentiality at least as protective as those in the Agreement. The receiving party will not use any Confidential Information, directly or indirectly, for any purpose other than as necessary to perform its obligations and exercise its rights under the Agreement. Each party is responsible for any breach of the confidentiality of the other party by its personnel. If the receiving party becomes legally compelled to disclose any Confidential Information, it will provide the disclosing party with assistance, as well as prompt prior written notice to the extent legally permitted, at the disclosing party’s expense, in obtaining a protective order. The provisions of this section 13 will survive the expiration or termination of this MSA for a period of 2 years, except that all obligations and restrictions hereunder related to any Confidential Information that constitutes ‘Trade Secret’ under will survive termination for so long as such information qualifies as a trade secret under applicable law.
14. INTELLECTUAL PROPERTY
All rights, title, and interest in and to the Platform and Services are and will remain at all times owned by MineOS. This MSA provides Customer the right to use the Services only and does not provide Customer any ownership rights. To the extent that Customer provides MineOS Customer’s data as part of Customer’s use of the Services, Customer’s data will remain, as between Customer and MineOS, Customer’s sole and exclusive property.
15. PRIVACY AND DATA PROTECTION
MineOS collects, stores and uses personal details of Customer’s authorized users and contact persons in accordance with MineOS’s privacy notice located at: https://www.mineos.ai/legal/portal-privacy-policy. To the extent that data delivered by Customer to MineOS, or that MineOS process on Customer’s behalf, includes data about individuals who are in the European Economic Area (EEA) or to residents of the United States, then MineOS’s Data Processing Addendum located at: https://www.mineos.ai/legal/portal-dpa (the “DPA”) attached hereto and serves as an integral part of the Agreement. Customer undertake to provide all necessary notices, and where applicable secure all necessary consents or other lawful grounds for processing, to facilitate MineOS’s use of any personal data provided by Customer or Customer’s Users to MineOS, or that MineOS processes on Customer’s behalf under the Agreement.
16. MAINTENANCE; SERVICE LEVEL AGREEMENT
MineOS will use commercially reasonable efforts to operate the Services efficiently and available at all times in accordance with the MineOS Service Level Agreement located at: https://www.mineos.ai/legal/portal-sla (“SLA”) attached hereto and serves as an integral part of the Agreement. In the event of a conflict between any provision of the MineOS SLA, this MSA and an Order Form, the terms of the applicable Order Form will prevail. MineOS will continuously maintain the Platform and Services to optimize availability that meets the SLA. Such maintenance services may include providing to Customer and Customer's Users: (A) all updates, bug fixes, enhancements, new releases, new versions, and other improvements to the Platform and Services; and (B) all repairs that are required to maintain the Services or are ancillary, necessary, or otherwise related to Customer's or Customer's Users' access to or use of the Services, so that the Services operate properly in accordance with this MSA.
17. FEEDBACK
If Customer provide any feedback, comments, or suggestions to MineOS concerning the functionality or performance of the Services (“Feedback”), Customer hereby assign all rights, title, and interest in the Feedback to MineOS. For the sake of clarity, Customer has no obligation to provide Feedback to MineOS, Customer’s Feedback is provided “AS IS” without warranty of any kind, and MineOS has no obligation to adopt any suggestion made by Customer as part of the Feedback.
18. MARKETING
MineOS may disclose the fact that Customer is a customer of MineOS and may use Customer’s logo and trademarks on MineOS’s website and in marketing materials. Customer’s trademarks and logos will remain, as between Customer and MineOS, Customer’s sole and exclusive property. Customer may revoke such right, at any time, by contacting MineOS at: portal@mineos.ai. In addition, subject to Customer’s prior written approval, MineOS may issue a press release regarding MineOS’s relationship with Customer.
19. WARRANTIES
19.1. Mutual Warranties. Each Party to the Agreement warrants and represents to the other Party that: (A) it is duly organized, validly existing and in good standing as an entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (B) it has the full right, power and authority to enter into the Agreement, and to perform its obligations hereunder; (C) the execution of the Agreement by its representative whose signature is set forth at the end hereof has been duly authorized to bind the Party; and (D) when executed and delivered by such Party, the Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
19.2. MineOS Warranties. MineOS will: (A) perform the Services with care, skill, and diligence, in a professional and workmanlike manner and in accordance with applicable professional standards, and causes its employees, subcontractors, and agents to perform accordingly; (B) use industry standard measures and controls, to protect the Platform from viruses, worms, time bombs, trojan horses and other harmful or malicious codes, files, scripts, agents and programs; (C) use commercially reasonable efforts to operate the Services efficiently and available at all times in accordance with the MineOS SLA. MineOS does not warrant that the Services or Platform will operate in an uninterrupted or error-free manner. Due to the nature of the Services and the Platform, and the underlying automated functionalities, software based features, and algorithm, MineOS cannot and does not guarantee the Services’ ability to generate the expected results. If MineOS receives a notice of any failure or malfunction, or if MineOS identifies them by itself, MineOS will use commercially reasonable efforts to regain the Service’s full availability as soon as possible, and such incidents will not be considered a breach of the Agreement; and, (D) will not knowingly utilize codes, components and content which infringe third parties’ intellectual property rights. If the Services are held to, or MineOS believes are likely to be held to infringe a copyright, patent or trade secret, MineOS will have the right at MineOS’s sole discretion and expense to: (A) substitute or modify the Services, or any relevant portion thereof, so that it is non-infringing; or, (B) obtain a license to continue using the Services.
19.3. Customer Warranties. Customer represents and warrants that: (A) Customer has obtained all authorization, permissions, approvals, and consents required to engage MineOS hereunder, and provide MineOS with all data provided hereunder; (B) Customer will be responsible for Customer’s Users’ compliance with the Agreement; (C) Customer will provide all necessary notices and, where applicable, secure all necessary consents or other lawful grounds, to facilitate MineOS’s use of any data (including personal data) provided by Customer and Customer’s Users to MineOS, for the purposes under the Agreement; (D) Customer is solely responsible for Customer’s compliance with applicable data protection and privacy laws, rules, and regulations, and explicitly holds MineOS harmless in relation thereto; and, (E) Customer will use commercially reasonable measures to prevent unauthorized use or access to the Platform and Services, and will notify MineOS of such unauthorized use or access without undue delay.
19.4. Disclaimer. Except for the warranties set forth in this section 19, the Services and/or the Platform are provided “as-is” and “as-available”, and MineOS and its third-party service providers hereby disclaim any and all warranties, conditions, representations and guarantees with respect to the Services and/or the Platform, whether express, implied, arising by law, custom, prior oral or written statements, or otherwise. MineOS specifically disclaims all implied warranties of merchantability, accuracy, completeness, correctness, operating uninterrupted and error-free, fitness for a particular purpose or non-infringement. No representation or other affirmation of fact, including, without limitation, statements regarding capacity or suitability for use or performance of Service and/or the Platform, whether made by MineOS’s personnel or otherwise, which is not contained in the Agreement, will not be deemed to be a warranty by MineOS for any purpose, or give rise to any liability of MineOS. This disclaimer of warranty constitutes an essential part of the Agreement.
20. LIMITED LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, OR ANYONE ACTING ON SUCH PARTY’S BEHALF, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFIT, OR EXPENSES OF ANY KIND, ARISING FROM, OR IN CONNECTION WITH THE AGREEMENT, THE SERVICES, AND THE PLATFORM, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. BOTH PARTIES WILL ONLY BE LIABLE FOR DIRECT DAMAGES RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY SUCH PARTY OR ANYONE ON SUCH PARTY’S BEHALF. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO MINEOS BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE OF THE CLAIMED DAMAGE (OR IF LESS THAN 12 MONTHS HAVE ELAPSED SINCE THE EFFECTIVE DATE, THEN 12 TIMES THE AVERAGE MONTHLY FEES PAID OR PAYABLE DURING THE ELAPSED TIME SINCE THE EFFECTIVE DATE). THE PARTIES’ TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED SUCH AMOUNT.
21. INDEMNIFICATION
21.1 Indemnification by Customer. Customer will indemnify, defend, and hold harmless MineOS from and against all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim, actions, and demands arising from or relating to any content, information, or data provided or made available by Customer to MineOS, breach or alleged breach by Customer of the Agreement, or violation of applicable laws and regulations or a third party’s rights.
21.2 Indemnification by MineOS. MineOS will indemnify, defend, and hold harmless Customer from and against all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from a third-party claim regarding an allegation that the Platform, when used as authorized under this Agreement, infringes or misappropriates any intellectual property right of such third party. In no event will MineOS have obligations or liability under this section arising from: (A) Customer’s use of the Services in a modified form or in combination with materials not furnished by Customer; (B) Services performed according to Customer specifications or instructions; (C) any content, information, or data provided or made available by Customer to MineOS; or (D) any POC, test, or trial or any use of Services provided on a no-charge or evaluation basis. For any claim covered by this section, MineOS, at its sole discretion, may: (i) procure the rights to use the portion of the Services alleged to be infringing, (ii) replace the alleged infringing portion of the Services with a non-infringing alternative, or (iii) terminate the allegedly infringing portion of the Services, or this Agreement in accordance with the terms of the Agreement.
21.3 General. The indemnity obligation under the Agreement is subject to the following conditions: (A) the indemnified party notifies the indemnifying party in writing about any damages, liabilities, costs, and expenses (“Claim”), promptly after becoming aware of the Claim, and gives the indemnifying party the right to control and direct the investigation, preparation, defense, trial and settlement of the Claim; (B) the indemnified party does not make any admission of liability, agreement or settlement in relation to the Claim without the prior written consent of the indemnifying party and the indemnity is made actionable upon a final decision of a competent court or a regulatory authority indicating the indemnifying party’s violations of the applicable law as the cause of the Claim, or a final settlement of the Claim, or subject to the explicit written agreement of the parties; (C) the indemnified Party will fully cooperate with the indemnifying party in the defense and settlement of the Claim, including by providing access to the indemnifying party and its professional advisors access to the indemnified party’s documents and records within the indemnified party’s power of control, for the purpose of assessing, defending and settling the Claim. A party’s indemnity obligation will not apply if the Claim was caused by: (A) acts or omissions of the other party, or the other party’s employees, directors, affiliates, partners, agents, contractors, or other third parties acting jointly or on behalf of the other party (“Representatives”); (B) instructions provided by the other party’s Representatives; (C) a willful, deliberate or malicious conduct by a third party not affiliated or controlled by either party.
21.4 Disclaimer. Subject to the Limitation of Liability, the indemnities are a party’s only remedy under the Agreement for violation by the other party of a third party’s intellectual property rights.
22. GOVERNING LAW AND JURISDICTION
The Agreement, the Services and any claim, cause of action or dispute (collectively: a “Dispute”) arising out of or related thereto, will be governed and interpreted as follows: (A) If Customer is domiciled within the United States, then Disputes, will be brought exclusively before the court of the competent jurisdiction located in the city of New York, New York, and the laws of the state of New York will govern the Agreement; (B) If Customer is domiciled within the EEA, then Disputes will be brought exclusively before the court of the competent jurisdiction located in the city of London England, and the laws of the United Kingdom will govern the Agreement; and, (C) if the provisions of sub-sections (A)-(B) above do not apply to Customer, then Disputes will be brought exclusively before the court of the competent jurisdiction located in the city of Tel Aviv, Israel, and the laws of the state of Israel will govern the Agreement.
23.DISPUTE RESOLUTION
23.1. Prior to initiating any legal action, the Parties will attempt to resolve in good-faith any dispute related to the Agreement, first by direct communications between the individuals responsible for administering the Agreement on behalf of each party followed by negotiation between authorized executives to settle the dispute. Either party may provide the other party a written notice of any dispute not resolved in the normal course of business. Within five (5) business days after the delivery of the notice, the receiving party will submit a written response to the other party. The notice and the response will include a statement of each party’s position and a summary of supporting arguments of that position and the name and the title of the executive who will represent that party. Within five (5) business days after delivery of the disputing party’s notice, the executives of both parties will meet at a mutually acceptable time and place, including by phone or video conference, and thereafter as often as they reasonably deem necessary, to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this section are confidential and will be treated as a compromise and settlement negotiations for purposes of applicable rules of evidence.
23.2. Except as specifically provided in the Agreement, the Parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of the Agreement and any Order Form between the Parties shall be submitted to binding arbitration. A single arbitrator will make a determination and render an award within thirty (30) days of the close of evidence in such arbitration proceeding but will have no authority to award costs or punitive damages unless the Parties so agree in writing.
23.3 The Parties waive right to jury trial and agree that the arbitration award will be final and binding and that judgment will be entered thereon in any court of competent jurisdiction. Notwithstanding the foregoing, any Party may seek immediate judicial intervention to prevent any unauthorized use or disclosure of its Confidential Information (or those to whom it owes a duty of confidentiality) bringing any such action.
23.4. All arbitration deliberations, the proceeding itself and its existence, and all related information and documents will be treated as confidential by the Parties and their representatives, with disclosure permitted only as required by law or for the enforcement of the arbitration award.
24. ASSIGNMENT OF RIGHTS
Each party may assign to a third party its rights and obligations under this MSA in the event of a merger with or acquisition of all or substantially all of a party’s assets by that third party, provided that the third party undertakes the assigning party’s entire rights and obligations under this MSA and provides a written notice to the other party following the assignment. Other assignments of rights and obligations under this MSA are null and void without a prior written consent of the other party.
25. MISCELLANEOUS
There are no third-party beneficiaries under this MSA. This MSA constitute the entire and complete agreement between Customer and MineOS and supersede any previous agreements or representations, either oral or written with respect to the subject matter of this MSA. No terms issued by Customer or appearing on any other document provided by Customer, including without limitation any invoice, order, purchase order or acknowledgment form will have any force or effect or otherwise be binding. If any provision of this MSA is held invalid or unenforceable, that provision must be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining provisions will remain in full force and effect. No failure or delay by either of the parties in exercising any right under this MSA shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and exclusive of, any other remedies of a party at law or in equity.