Eldarion Cloud Terms of Service

Effective as of June 21, 2016

1. Your Agreement with Eldarion

1.1 Your use of Eldarion® Cloud is governed by this agreement (the "Terms"). "Eldarion" means Eldarion, Inc. (www.eldarion.com), and its subsidiaries or affiliates involved in providing Eldarion Cloud. "Eldarion Cloud" means the services Eldarion makes available through this website (Eldarion.cloud), including this website, the Eldarion Cloud platform, the Eldarion Cloud application program interface (API), and any other software or services offered by Eldarion in connection thereof.

1.2 In order to use Eldarion Cloud, you must first agree to the Terms. You will agree to the Terms by actually using Eldarion Cloud. You understand and agree that Eldarion will treat your use of Eldarion Cloud as acceptance of the Terms from that point onwards.

1.3 You may not use Eldarion Cloud if you are a person barred from using Eldarion Cloud under the laws of the United States or other countries, including the country in which you are resident or from which you use Eldarion Cloud, or international laws or treaties. You affirm that you are over the age of 13, as Eldarion Cloud is not intended for children under 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF Eldarion Cloud, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR

1.4 You agree that your use Eldarion Cloud is contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Eldarion or any of its affiliates regarding future functionality or features.

2. Your Account and Use of Eldarion Cloud

2.1 You must provide accurate and complete registration information any time you register to use Eldarion Cloud. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Eldarion immediately.

2.2 Your use of Eldarion Cloud must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

2.3 You agree not to (a) access (or attempt to access) the administrative interface of Eldarion Cloud by any means other than through the interface that is provided by Eldarion in connection with Eldarion Cloud, unless you have been specifically allowed to do so in a separate agreement with Eldarion, or (b) engage in any activity that interferes with or disrupts Eldarion Cloud (or the servers and networks that are connected to the Service).

2.4 You may use Eldarion Cloud only to develop and run Applications (as defined below) on the Eldarion infrastructure. You may not access Eldarion Cloud for the purpose of bringing an intellectual property infringement claim against Eldarion or for the purpose of creating a product or service competitive with Eldarion Cloud.

2.5 Your account may have usage limits, as further explained on the Eldarion website or other documentation provided by Eldarion. Eldarion Cloud shall not permit you to exceed the hard usage limits. Eldarion reserves the right to enforce soft usage limits in its sole discretion, which may result in Eldarion serving a "quota exceeded" page to you or your end users ("End Users"). Repeatedly exceeding the hard or soft usage limits may lead to termination of your account.

3. Privacy and Restrictions on Use

3.1 Eldarion Cloud shall be subject to the privacy policy for Eldarion Cloud available at http://eldarion.cloud/privacy/. You agree to the use of your data in accordance with Eldarion's privacy policies.

3.2 You agree that you will protect the privacy and legal rights of the End Users of your Application. You must provide a legally adequate privacy notice and protection for such End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Application and to Eldarion.

3.3 The Content (as defined below) displayed and/or processed through your Application or other web site utilizing Eldarion Cloud shall not contain any of the following types of content:

  • a. Content that infringes a third party's rights (e.g., copyright) according to applicable law;
  • b. Excessively profane content;
  • c. Hate-related, violent or other threatening content;
  • d. Content advocating racial or ethnic intolerance;
  • e. Content intended to advocate or advance computer hacking or cracking;
  • f. Gambling;
  • g. Other illegal activity, including without limitation illegal export of controlled substances or illegal software;
  • h. Drug paraphernalia;
  • i. Phishing;
  • j. Malicious, libelous, or defamatory content;
  • k. Other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights.

3.4 You may not and may not allow any third party, including your End Users, to:

  • a. Generate or facilitate unsolicited commercial email ("spam"). Such activity includes, but is not limited to:
    • i. sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law;
    • ii. imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam;
    • iii. data mining any web property (including Eldarion) to find email addresses or other user account information;
    • iv. sending unauthorized mail via open, third-party servers;
    • v. sending emails to users who have requested to be removed from a mailing list;
    • vi. selling, exchanging or distributing to a third party the email addresses of any person without such person's knowing and continued consent to such disclosure; and
    • vii. sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship.
  • b. Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content;
  • c. Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
  • d. Conduct or forward pyramid schemes and the like;
  • e. Transmit content that may be harmful to minors;
  • f. Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent oneself or the source of any email;
  • g. Illegally transmit another's intellectual property or other proprietary information without such owner's or licensor's permission;
  • h. Use Eldarion Cloud to violate the legal rights (such as rights of privacy and publicity) of others;
  • i. Promote or encourage illegal activity;
  • j. Interfere with other users' enjoyment of Eldarion Cloud;
  • k. Sell, trade, resell or otherwise exploit Eldarion Cloud for any unauthorized commercial purpose;
  • l. Modify, adapt, translate, or reverse engineer any portion of Eldarion Cloud;
  • m. Remove any copyright, trademark or other proprietary rights notices contained in or on Eldarion Cloud;
  • n. Reformat or frame any portion of the web pages that are part of Eldarion Cloud's administration display;
  • o. Use Eldarion Cloud in connection with illegal peer-to-peer file sharing;
  • p. Display any content on Eldarion Cloud that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
  • q. Modify the Eldarion logo or any other Marks (as defined below); or
  • r. Use Eldarion Cloud, or any interfaces provided with Eldarion Cloud, to access any Eldarion product or service in a manner that violates the Terms or other terms and conditions for use of such Eldarion product or service.

4. Fees for Use of Eldarion Cloud

4.1 Subject to the Terms, Eldarion Cloud is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at http://www.eldarion.cloud/ (or such URL as Eldarion may provide).

4.2 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in Eldarion fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys' fees Eldarion incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Eldarion's measurements of your use of Eldarion Cloud, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Eldarion and only in the form of credit for Eldarion Cloud. Nothing in these Terms obligates Eldarion to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Eldarion may be shared by Eldarion with companies that work on Eldarion's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Eldarion and servicing your account. Eldarion may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Eldarion shall not be liable for any use or disclosure of such information by such third parties. Eldarion reserves the right to discontinue the provision of Eldarion Cloud to you for any late payments.

4.3 Eldarion may change its fees and payment policies for Eldarion Cloud by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Eldarion may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

4.4 You may not develop multiple Applications to simulate or act as a single Application or otherwise access Eldarion Cloud in a manner intended to avoid incurring fees.

5. Content on Eldarion Cloud and Take-Down Obligations

5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, Eldarion Cloud are the sole responsibility of the person from which such content originated. All such information is referred to herein as the "Content." The term Content shall specifically exclude the web application that you create using Eldarion Cloud and any source code written by you to be used with Eldarion Cloud (collectively, "Applications").

5.2 Eldarion reserves the right (but shall have no obligation) to remove any or all Content from Eldarion Cloud. You agree to immediately take down any Content that violates the Terms, including pursuant to a take-down request from Eldarion. In the event that you elect not to comply with a request from Eldarion to take down certain Content, Eldarion reserves the right to directly take down such Content or to disable Applications.

5.3 In the event that you become aware of any violation of the Terms by an End User of Applications, you shall immediately terminate such End User's account on your Application. Eldarion reserves the right to disable Applications in response to a violation or suspected violation of the Terms.

5.4 You agree that you are solely responsible for (and that Eldarion has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using Eldarion Cloud and for the consequences of your actions (including any loss or damage that Eldarion may suffer) by doing so.

5.5 You agree that Eldarion has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.

6. Proprietary Rights

6.1 You acknowledge and agree that Eldarion (or Eldarion's licensors) own all legal right, title and interest in and to Eldarion Cloud, including any intellectual property rights that relate to or subsist in Eldarion Cloud (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

6.2 Except as provided in Section 8, Eldarion acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, Eldarion Cloud, including any intellectual property rights that subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Eldarion, you agree that you are responsible for protecting and enforcing those rights and that Eldarion has no obligation to do so on your behalf.

7. License from Eldarion and Restrictions

7.1 Eldarion gives you a limited, personal, worldwide, revocable, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Eldarion as part of Eldarion Cloud as provided to you by Eldarion. This license is for the sole purpose of enabling you to use and enjoy the benefit of Eldarion Cloud as provided by Eldarion, in the manner permitted by the Terms.

7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of Eldarion Cloud or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Eldarion in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by Eldarion Cloud or any Applications running on Eldarion Cloud.

7.3 Open source software licenses for components of Eldarion Cloud released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Eldarion for the use of the components of Eldarion Cloud released under an open source license.

7.4 Eldarion hereby grants you a limited, personal, revocable, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Eldarion trademarks and logos expressly provided to you by Eldarion for the sole purpose of promoting or advertising that you use Eldarion Cloud (the "Marks"). You agree that all goodwill generated through your use of the Marks shall inure to the benefit of Eldarion. You shall not use any Mark to disparage Eldarion, its products or services, or in a manner that, in Eldarion's reasonable judgment, may diminish or damage its goodwill in the Mark or imply endorsement by Eldarion. You agree to cease all such uses upon written notification by Eldarion. You agree not to take any action that might lead a third party to think that any Mark is owned by you, or which might adversely impact Eldarion's reputation. You shall at all times use the Marks in a manner consistent with trademark laws. You shall notify Eldarion immediately of any improper, infringing, confusing or unauthorized use of Marks of which you become aware. You shall not alter the appearance of any Mark or obscure such Mark in any way. Changing the color, font, or proportions of any Mark is prohibited.

8. License from You

8.1 Eldarion claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through Eldarion Cloud you give Eldarion a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Eldarion to provide you with Eldarion Cloud. Furthermore, by creating an Application through use of Eldarion Cloud, you give Eldarion a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Eldarion to provide you with Eldarion Cloud.

8.2 You may choose to or we may invite you to submit comments or ideas about Eldarion Cloud, including without limitation about how to improve Eldarion Cloud or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Eldarion under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

8.3 You agree that Eldarion, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of Eldarion Cloud.

9. Add-ons

9.1 Eldarion may make available through Eldarion Cloud additional features, functionality, and services offered by its third-party partners ("Add-ons"). Your use of Add-ons is subject to these Terms and to the applicable fees. You acknowledge for each Add-on you subscribe to or purchase through Eldarion Cloud that these Terms constitute a binding agreement between you and the third party licensor of that Add-on ("the Add-on Provider") only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; Eldarion is acting as agent for the Add-on Provider in providing each such Add-on to you; Eldarion is not a party to the license between you and the Add-on Provider with respect to that Add-on; and Eldarion is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Eldarion and its affiliates are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that Eldarion will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

9.2 By subscribing to or purchasing an Add-on, you grant Eldarion permission to share your Application, Content, and user information with the Add-on Provider as necessary in order to provide you the Add-on.

9.3 The license granted to you to use any Add-on is personal to you, and is not sublicensable to your End Users. You may not provide or resell Add-ons to others.

10. Recommendations

Eldarion may, and you grant us permission to, make recommendations via Eldarion Cloud for products or services we think may be of interest to you based on your Application(s), Content, and/or use of Eldarion Cloud. We will not make recommendations directly to your End Users.

11. Modification and Termination of Eldarion Cloud

11.1 Eldarion is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of Eldarion Cloud that Eldarion provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of Eldarion Cloud will be effective with respect to all versions of Eldarion Cloud; examples of changes to the form and nature of Eldarion Cloud include, without limitation, changes to fee and payment policies, security patches, added functionality and other enhancements.

11.2 You may terminate these Terms at any time by canceling your account on Eldarion Cloud. You will not receive any refunds if you cancel your account.

11.3 You agree that Eldarion, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to Eldarion Cloud may be without prior notice, and you agree that Eldarion will not be liable to you or any third party for such termination.

11.4 You are solely responsible for exporting your Content and Application(s) from Eldarion Cloud prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).

11.5 Upon any termination of Eldarion Cloud or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.

12. EXCLUSION OF WARRANTIES

12.1 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT ELDARION'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF Eldarion Cloud IS AT YOUR SOLE RISK AND THAT Eldarion Cloud IS PROVIDED "AS IS" AND "AS AVAILABLE."

12.3 ELDARION, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING Eldarion Cloud, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ELDARION, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF Eldarion Cloud WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF Eldarion Cloud WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH Eldarion Cloud WILL BE ACCURATE.

13. LIMITATION OF LIABILITY

13.1 SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ELDARION, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

13.2 THE LIMITATIONS ON ELDARION'S LIABILITY TO YOU IN SECTION 13.1 ABOVE SHALL APPLY WHETHER OR NOT ELDARION HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Indemnification

You agree to hold harmless and indemnify Eldarion, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Eldarion and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of Eldarion Cloud, (c) your violation of applicable laws, rules or regulations in connection with Eldarion Cloud, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Eldarion will provide you with written notice of such claim, suit or action.

15. Copyright Policy

You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act of 1998 (the "DMCA notices"). It is Eldarion's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice.

16. Other Content

16.1 Eldarion Cloud may include hyperlinks to other web sites or content or resources or email content. Eldarion may have no control over any web sites or resources that are provided by companies or persons other than Eldarion.

16.2 You acknowledge and agree that Eldarion is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

16.3 You acknowledge and agree that Eldarion is not liable for any loss or damage that may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

17. Changes to the Terms

17.1 Eldarion may make changes to the Terms from time to time. When such changes are made, Eldarion will make the updated Terms available on its website.

17.2 You understand and agree that if you use Eldarion Cloud after the date on which the Terms have changed, Eldarion will treat your use as acceptance of the updated Terms.

18. General Legal Terms

18.1 The Terms constitute the whole legal agreement between you and Eldarion and govern your use of Eldarion Cloud (but excluding any services which Eldarion may provide to you under a separate written agreement), and completely replace any prior agreements between you and Eldarion in relation to Eldarion Cloud.

18.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

18.3 If Eldarion provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

18.4 You agree that Eldarion may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on Eldarion Cloud. By providing Eldarion your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

18.5 If Eldarion does not exercise or enforce any legal right or remedy which is contained in the Terms (or that Eldarion has the benefit of under any applicable law), this will not be taken to be a formal waiver of Eldarion's rights and that those rights or remedies will still be available to Eldarion.

18.6 Eldarion shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

18.7 The Terms, and your relationship with Eldarion under the Terms, shall be governed by the laws of the State of New Hampshire without regard to its conflict of laws provisions. You and Eldarion agree to submit to the exclusive jurisdiction of the courts located within the State of New Hampshire to resolve any legal matter arising from the Terms.

18.8 Neither party may assign any of its rights or obligations under these Terms, 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 assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or 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. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of your use of Eldarion Cloud upon written notice to the assigning party.