Terms and Conditions

OmniTrust Terms & Conditions

THIS SERVICES AND SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS EFFECTIVE BETWEEN OMNITRUST SECURITY LLC, 20130 LAKEVIEW CENTER PLAZA, SUITE 415, ASHBURN, VA 20147 (“OMNITRUST”) AND YOU (“CUSTOMER”) AS OF THE FIRST DATE OF YOUR ACCESS TO AND/OR USE OF THE SERVICES, LICENSED PROGRAMS AND/OR HARDWARE (DEFINED BELOW) SET FORTH IN THE OMNITRUST QUOTATION PROVIDED TO CUSTOMER. CUSTOMER ACKNOWLEDGES CUSTOMER UNDERSTANDS AND AGREES TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT BY CUSTOMER’S USE OF THE SERVICES, LICENSED PROGRAMS AND/OR HARDWARE, INCLUDING ALL INFORMATION DOWNLOADED FROM ANY LICENSOR’S PORTAL OR DOCUMENT REPOSITORY. IF CUSTOMER DOES NOT AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, CUSTOMER SHALL NOT USE ANY OF THE SERVICES, LICENSED PROGRAMS OR HARDWARE AND SHALL IMMEDIATELY RETURN THE SAME TO OMNITRUST. IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:

Service & Software License Terms

I. LICENSE

Subject to the terms and conditions of this Agreement, OmniTrust grants to Customer a non-transferable and non-exclusive license (“License”) to use on or more of the following in conjunction with an OmniTrust Quotation:

Its services (“Services”), including its hosted services and its software-as-a-service (“SaaS”);
Its executable software program(s), binary software program(s), and any related source code, if any (collectively executable software program(s), binary software program(s), and related source code are “Licensed Program(s)); and
Its Licensed Program(s) as installed on hardware (“Hardware”).

Customer’s License extends only to the Services, Licensed Programs, and Hardware specified in an applicable OmniTrust Quotation(s). Customer’s License is valid for the subscription period(s) (“Subscription Period”) detailed in the OmniTrust Quotation(s) upon Customer’s payment of the fees due in the OmniTrust Quotation(s). Customer’s License is contingent on the Customer adhering to the terms and conditions set forth this Agreement. A Customer’s failure to materially adhere to the terms and conditions of this Agreement may result in a revocation of the Customer’s License.

Subject to the terms and conditions of this Agreement and to a valid OmniTrust Quotation, OmniTrust extends to the Customer a license (“Distribution License”) to distribute OmniTrust distributable software (“Distributable Software”) as listed in an OmniTrust Quotation, delivered in source code, object code and/or binary form, provided the Distributable Software is linked with Customer’s application programs and incorporated in binary code form into Customer’s product specified in an OmniTrust Quotation solely for the Subscription Period specified in an OmniTrust Quotation. The Distributable Software shall be deemed “Licensed Programs” hereunder. No distribution of the Licensed Programs is permitted, except for the Distributable Software as expressly set forth in this Section.

Which cookies do we use and why do we use them?

The following table sets out the different categories of cookies that the Online Services use and why we use them.

Type of cookie	Source	What these cookies do	How to exercise your cookie choices
Essential website cookies	ISS Technical Support	Associate your web browser session with your support.ghsiss.com login, allowing access to exclusive technical content and authorized product downloads	You can control and delete these cookies through your browser settings after each login session. If you choose to do so, you will have to re-enter your login and password to access the support.ghs.com resources associated with your account.
Functionality cookies	ISS	This cookie retains the contact details you provide on our contact and document download requests solely to remove the need to re-type this information for every request.	You can control and delete these cookies through your browser settings. If you choose to do so, you will need to re-input your contact details for every request.
Analytics cookies	Google Analytics	We use Google Analytics to collect information on how the Online Services are used and to report on the Online Services usage statistics.	More information, including details on how to opt-out, is available here: Google’s privacy policy Opt out of Google Analytics.
Analytics cookies	CommuniGator	We use Communicator to recognize you and see how you navigate the Online Services. This helps us improve the way our website works.	You can control and delete these cookies through your browser settings. More information is available here: CommuniGator’s privacy policy
Marketing cookies	CommuniGator	We use CommuniGator to recognize you when you return to the Online Services. This enables us to personalize our content for you. These cookies also record your visit to the Online Services, the pages you have visited and the links you have followed. We use this information to make our Online Services, the advertising displayed on it and communications sent more relevant to your interests.	More information is available here: CommuniGator’s privacy policy You can find information about marketing and advertising cookies, including how to see what cookies have been set on your device and how to manage and delete them here (for users in the EU) and here (for users in the U.S.).

A. ESSENTIAL TERMS AND CONDITIONS OF LICENSE:

The Services, Licensed Program(s), and Hardware are supplied by OmniTrust as identified in an OmniTrust Quotation for the use(s) defined by this Agreement and the OmniTrust Quotation, only, and are governed by the following terms and conditions.

A.1. Precedent

Notwithstanding any term to the contrary in any other document, by downloading and using the Services, Licensed Programs, Hardware, and any other Proprietary Material as defined in this license, the Customer agrees that the terms and conditions of this Agreement take precedent over any competing or inconsistent term in any other document. The Customer acknowledges and agrees that this term is reasonable in light of the Customer’s own interests in keeping its own products and services secure. Customer waives any claim or defense provided by any other document to the extent that the other document contains terms and conditions inconsistent with those contained in this Agreement.

A.2. Restrictions:

Customer (i) shall limit use of the Services, Licensed Program(s), and Hardware to its own employees; (ii) shall not sub-contract or sub-license the Services, Licensed Program(s), or Hardware, except as explicitly allowed in this Agreement or in an OmniTrust Quotation; iii) shall not incorporate, integrate, employ, or otherwise use in the Customer’s software or products any concepts, ideas, technology or other intellectual property learned from the Customer’s use of the Services, Licensed Program(s), and Hardware hereunder, except as explicitly allowed in this Agreement or in an OmniTrust Quotation; (iv) shall not disassemble or reverse compile, reverse engineer, or otherwise attempt to learn the source code of the Services, Licensed Programs, Hardware, including any firmware embedded in the Hardware, or any algorithms or methods underlying the same; (v) shall neither assist nor advise

any third-party, directly or indirectly, in disassembling, reverse compiling, reverse engineering, recreating, or otherwise attempting to learn the source code underlying the Services, Licensed Programs, Hardware, including any firmware embedded in the Hardware, or any algorithms or methods underlying the same; and (vi) shall not conduct an evaluation of the Services, Licensed Program(s), and Hardware to determine functionality or to test, benchmark or otherwise assess the same, without the express written approval of OmniTrust.

A.3. Licensed Use Limited to Authorized Users, Only:

Notwithstanding anything to the contrary set forth in the Agreement prohibiting subcontracting, the parties agree that Customer shall be granted the right to subcontract the rights to use the Services, Licensed Program(s), and Hardware solely as set forth in Section I for the purpose of assisting Customer’s development efforts in accordance with the terms and conditions of the Agreement to subcontractors and Affiliates that are not direct competitors of OmniTrust (“Authorized Users”). “Affiliates” of Customer are entities that are under the control of, controlled by, or under common control with Customer; “control” means to have the right to exercise more than 50% of the voting shares of an entity. Customer acknowledges, agrees, and warrants that the Authorized User shall abide by the terms of the Agreement as though the Authorized User was the Customer and had executed the Agreement as a licensee of the Services, Licensed Program(s), and Hardware (except that the Authorized Users shall not have the right to sublicense.

A.4. Indemnification for Use by Authorized Users:

Customer shall indemnify, defend, and hold harmless OmniTrust against any and all claims, costs, damages, liabilities, judgments and attorneys’ fees resulting from or arising out of any breach of Section I of this Agreement by an Authorized User gaining access from the Customer to the Services, Licensed Program(s), and/or Hardware.

A.5. Exclusions

Customer and its Authorized User(s) shall only use the Services, Licensed Program(s), Hardware, and any other Proprietary Material, as defined in this Agreement, for the uses contained in the grant of license. Any other use is a violation of this Agreement. Customer shall not use the Services, Licensed Program(s), Hardware, and any other Proprietary Material to perform any type of competitive analysis without the express written permission of the OmniTrust.

A.6. Fees

Payment in full for the subscription fees (“Subscription Fees”) for the Services, Licensed Program(s), and Hardware and maintenance Subscription Period, as defined in an OmniTrust Quotation, must be made by Customer (either directly to OmniTrust or through a duly appointed distributor with whom a Customer Purchase Order was placed) in consideration of the license granted herein. In the event the parties agree to renew a Subscription Period, Customer shall pay the Subscription Fees set forth in an OmniTrust Quotation for such Subscription Period renewal prior to the beginning of such Subscription Period renewal. Payments by check must be drawn on a United States bank in United States currency. The OmniTrust Quotation shall list all applicable sales, use, value-added, import, excise, or other taxes or duties, and any other fees or withholding related to the purchase of Services, Licensed Programs, Hardware(s) or maintenance (collectively, “Taxes and Duties”). Customer agrees to pay all Taxes and Duties related to the purchase of Services, Licensed Programs, Hardware(s) or maintenance updates thereof. Payments of all fees, Taxes and Duties shall be due and payable net thirty (30) days after the invoice date. Any amounts payable by Customer hereunder that remain unpaid after the due date will be subject to a late charge equal to the lesser of one and one-half percent (1.5%) per month and the maximum rate allowable by law from the due date until such amount is paid. Customer shall make no offset for any amounts due to OmniTrust regardless of the justification for such intended offset, unless such offset is the result of a duly issued court or administrative order from a body having jurisdiction.

A.7. Term

This Agreement shall become effective upon the Effective Date and remain in effect in perpetuity or the longest period of time allowed by law, unless terminated earlier pursuant to its terms.

A.8. Protection of Proprietary Material:

The term “Proprietary Material” shall mean the Services, Licensed Program(s), Hardware, and any other information downloaded by the Customer from any portal or document repository maintained by OmniTrust, as well as all methods, designs, implementations, and concepts utilized therein and any and all technical and non-technical information including but not limited to patent, copyright, trademark, trade secret, proprietary information, protocols, application program interfaces (“API”), techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, features, lack of features, limitations, deficiencies, errors, defects, bugs, vulnerabilities, feature limitations, security issues, performance metrics, benchmark results, penetration testing results, and similar studies, user experience, software source documents, manuals and documentation related to the Services, Licensed Program(s), and Hardware, and the methods and concepts embodied therein, and formulae related to current and future proposed products and services of OmniTrust or its licensors or Suppliers, including, without limitation, information concerning research, intellectual property, experimental work, development, design details and specifications, architecture, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, pricing, availability time frames, business models, sales and merchandising, marketing and communications plans and information of OmniTrust or its licensors or Suppliers, and the terms and existence of this Agreement. Proprietary Material, however does not include: i) information which is or becomes available in the public domain (other than through unauthorized disclosure by or caused by Customer); ii) information disclosed or made available to Customer by a third party without restriction and without breach of any relationship of confidentiality; and iii) information independently developed by Customer where Customer establishes that such development was accomplished without access to the Proprietary Material of OmniTrust. Customer expressly acknowledges that the Proprietary Material is the confidential and proprietary property of OmniTrust and hereby agrees to receive and maintain it as it would Customer’s own confidential and proprietary material. Customer shall not use the Proprietary Material in any manner or method that is inconsistent with the grant of license contained herein. Customer shall not cause or permit, directly or indirectly, disclosure of any Proprietary Material to any person other than Customer’s employees and consultants whose responsibilities require access to such material without the prior written consent of OmniTrust. Customer shall ensure its employees and consultant’s adhere to the terms of this Section I.A.7.

Customer shall not use any Proprietary Material belonging to OmniTrust in a manner inconsistent with this License grant, including, but not limited to, developing, directly or indirectly, competing product; providing Proprietary Material to any third-party in competition with OmniTrust; encouraging any third-party to develop products or services that compete with OmniTrust; and/or providing any information contained in the Proprietary Material to a competitor of OmniTrust. Customer shall include any copyright and proprietary right notice provided by OmniTrust in or on all Proprietary Material. Except as specifically allowed by this Agreement and the relevant OmniTrust Quotation, Customer shall not copy, in whole or in part, any of the Proprietary Material except that Customer may make a machine-readable copy of Licensed Program(s) for back-up or archival purposes. Customer shall take all reasonable steps to safeguard the Proprietary Material, and to ensure that no unauthorized person shall have access to any of it and that no unauthorized copy, in whole or in part, shall be made. Customer’s obligations under this paragraph shall survive any termination or expiration of this Agreement.

To the extent that a valid and subsisting OmniTrust Quotation allows for Customer access to human-readable source code as part of the Licensed Programs, the OmniTrust Quotation will identify additional protection measures that the Customer must take in handling OmniTrust source code. At a minimum, the Customer shall (1) confine the OmniTrust source code to a single server, (2) limit access to the source code to full-time employees, only, prohibiting access to any contractors, sub-contractors, consultants, Affiliates, or third-parties; and (3) refrain from distributing, forwarding, copying, sending, or displaying the source code in any manner that is inconsistent with the OmniTrust Quotation.

B. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO DISTRIBUTABLE SOFTWARE.

Notwithstanding the foregoing, the Distributable Software may be distributed only when it is linked with Customer’s application programs and incorporated in binary code form into Customer’s product. All right, title, and interest in and to the Services and Licensed Program(s) and all related material are and shall at all times remain the sole property of OmniTrust and third party licensors (“Suppliers”). Customer may distribute the Distributable Software only in connection with the operation and management of Customer’s own business as set forth in this Section. Customer is not authorized to grant sublicenses for use of the Services, Licensed Program(s), or Hardware or to permit usage of the same on a time-sharing system for any purpose.

C. TERMINATION OF AGREEMENT:

OmniTrust may terminate this Agreement if Customer fails to comply with any of the terms and conditions of this Agreement. This Agreement shall automatically terminate upon filing of any petition under the Bankruptcy Code by or against Customer, upon any assignment for the benefit of creditors of Customer, or upon dissolution of Customer. Within thirty (30) days after the date of expiration or earlier termination of the license under this Agreement, Customer shall: i) return to OmniTrust all Hardware and existing copies of the Licensed Program(s) and other Proprietary Materials; or ii) Customer shall allow an OmniTrust representative witness in person while the original(s) and all copies of the Licensed Program(s), Hardware and other Proprietary Materials, in whole or in part, are destroyed, and none of the Program(s) shall remain resident on or in any CPU or archival device. In the event of the expiration of a Subscription Period set forth in an OmniTrust Quotation, this Section shall apply to the Services, Licensed Program(s), and Hardware set forth in such OmniTrust Quotation. Upon termination or expiration of this Agreement, any payments due hereunder and Sections I.A.1., I.A.4., I.A.8., I.D, I.E IV.B, IV.C, IV.D and IV.E shall survive.

D. EXPORT/GOVERNMENT CONTRACTING:

Customer agrees to comply with any and all applicable laws, including but not limited to export laws, regulations, orders and other rulings or decrees of the United States and any applicable jurisdictions. Customer agrees that it shall not, and shall not allow third parties to, supply the Services, Licensed Program(s) and Hardware to a unit or agency of the United States government or any other government without prior written authorization by OmniTrust, and then only pursuant to terms set forth by OmniTrust.

E. AUDIT:

Upon fifteen (15) days prior written notice and not more than once per calendar year, OmniTrust, at its expense, shall have the right itself or through a representative, to examine and audit, at Customer’s place of business during normal business hours, records of Customer related to compliance of Customer with the terms of this Agreement. A late payment penalty of one and one-half percent (1.5%) or the highest rate allowed by law, whichever is lower, per month for the period of time from the date when payment should have been made (prior to the audit) to the date when payment is made shall be added to the additional fees payable. In the event it is determined as a result of an audit that Customer has underpaid fees payable during any particular quarter, Customer shall immediately pay such amount to OmniTrust. In the event it is determined as a result of an audit that Customer has underpaid fees payable during any particular quarter, Customer shall reimburse OmniTrust for its entire cost of the audit within thirty (30) days of receiving a written request therefor.

II. MAINTENANCE:

Only upon payment in full of the Subscription Fees set forth in an OmniTrust Quotation, OmniTrust shall provide maintenance service for the Services and Licensed Program(s) to Customer solely upon the terms set forth in this Section II for the Subscription Period set forth on such OmniTrust Quotation.

A. MAINTENANCE SERVICE PROVIDED:

Error corrections, enhancements, and documentation updates (“Revisions”) of the Licensed Program(s) may be initiated from time to time by OmniTrust and furnished to Customer. In addition, OmniTrust shall use its reasonable efforts to correct, in a timely manner, coding errors reported to OmniTrust in writing by Customer. Telephone consultation will be provided on a timely basis at the option of OmniTrust. OmniTrust does not guarantee that all coding errors will be corrected or that all Revisions will be compatible with previous versions. An OmniTrust Quotation shall define the service level provided by OmniTrust.

B. ELIGIBILITY:

In order to continue to be eligible to receive Revisions hereunder, Customer must be current in the payment of Subscription Fees due OmniTrust under this Agreement and must have accepted and installed the Revision most recently provided by OmniTrust under this Agreement.

C. TERM AND RENEWAL OF SUBSCRIPTION PERIOD:

Maintenance service for the Licensed Programs can only be renewed together with the renewal of the Subscription Period for the use of the Licensed Programs, as set forth in an OmniTrust Quotation.

III. SERVICES

INSTALLATION AND DELIVERY: OmniTrust shall provide and install the Hardware and Licensed Programs and associated products, as appropriate, as defined in an OmniTrust Quotation.
HOSTING SERVICES: OmniTrust shall provide the hosting services set forth in an OmniTrust Quotation, if any.
SOFTWARE AS A SERVICE: OmniTrust shall provide Customer access credentials to use the SaaS products as defined in an OmniTrust Quotation. Customer shall be responsible for identifying authorized users of the OmniTrust SaaS. Customer and each of its individual users are responsible for securing their credentials. In order to prevent any security breaches, Customer shall ensure that its users do not share SaaS credentials.

IV. GENERAL:

A. WARRANTY:

OmniTrust warrants that for a period of three (3) months from the date of delivery, the Hardware will be free of defects in material and workmanship. If during such warranty period, the Customer discovers such a defect in the Hardware, Customer shall immediately notify OmniTrust and Customer’s exclusive remedy shall be, at OmniTrust’s sole discretion, to either repair or replace such media so that it is free of defects of material and workmanship. This Section IV.A sets forth the sole and exclusive remedy of Customer for breach of warranty under this Agreement. OmniTrust makes no other warranty with regard to Hardware.

B. DISCLAIMER OF WARRANTY:

Other than the warranties set forth in subsection IV.A hereof, OmniTrust makes no express or implied representations or warranties of any kind with respect to the SERVICES, LICENSED PROGRAM(S), OR HARDWARE and specifically makes no warranty of merchantability or fitness for a particular purpose. The warranty set forth in subsections IV.A hereof does not apply to portions of the SERVICES, LICENSED PROGRAM(S), OR HARDWARE, if any, which are licensed by OmniTrust from third parties, which are provided ‘as is.’

C. PATENT OR COPYRIGHT INFRINGEMENT AND INDEMNITY:

OmniTrust will defend, indemnify and hold harmless Customer against a claim that the Services, the Licensed Program(s), and/or Hardware infringes a trade secret, patent, or copyright in the jurisdiction in which it is used. OmniTrust will pay resulting defense costs, damages and attorney’s fees finally awarded, subject to the limitation of liability set forth in subsection IV.D, provided that: i) Customer promptly notifies OmniTrust by written communication, of the claim ii) Customer cooperates with OmniTrust in the defense; and iii) OmniTrust has sole control of the defense and all related settlement negotiations. However, if the costs and damages attributable to a claim of infringement may exceed such limitation of liability, Customer may elect to defend against the claim provided OmniTrust may fully participate in the defense and settlement of such claims. If such claim occurs, or in OmniTrust’s opinion is likely to occur, Customer agrees to permit OmniTrust at its option and expense, either to procure for Customer the right to continue using the Services, Licensed Program(s), and/or Hardware, as applicable, or to replace or modify the same so that it becomes non-infringing and provides as nearly as is reasonably possible, under the circumstances, the same capability as before. OmniTrust shall have no obligation to defend Customer or pay costs, damages, or attorney’s fees for any claim based upon use of other than a current, unaltered release of the Services and/or Licensed Program(s) if such infringement would have been avoided by the use of a current, unaltered release.

D. LIMITATION OF LIABILITY:

WITH RESPECT TO MAINTENANCE SERVICES AND REVISIONS FURNISHED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, OMNITRUST SHALL NOT BE LIABLE FOR DELAY IN FURNISHING SERVICES OR REVISIONS. IN NO EVENT SHALL OMNITRUST BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR TORT DAMAGES, DAMAGES ARISING IN CONNECTION WITH ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY OTHER PARTY, DAMAGES ARISING FROM EQUIPMENT DOWN-TIME, OR LOSS OF DATA, OR EXEMPLARY OR PUNITIVE DAMAGES, WHETHER RESULTING FROM LOSS OF USE, DELAY OF DELIVERY, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, LICENSED PROGRAM(S), OR HARDWARE, THE PERFORMANCE OF THE SAME, OR OMNITRUST’S PROVISION OF OTHER SERVICES, GOODS OR OTHER EVENTS RELATING TO THE SERVICES OR THE LICENSED PROGRAM(S), EVEN IF OMNITRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPLICITLY SET FORTH IN SUBSECTION IV.C: I) CUSTOMER SHALL INDEMNIFY AND HOLD OMNITRUST HARMLESS FROM AND AGAINST ANY LOSS, CLAIM, LIABILITY, DAMAGE, COST OR EXPENSE, INCLUDING ATTORNEY’S FEES, PAYABLE TO ANY PERSON OR ENTITY ARISING OUT OF OR RELATING TO THE CUSTOMER’S USE OF A THE SERVICES, LICENSED PROGRAM(S) AND HARDWARE. OMNITRUST SHALL NOT BE LIABLE FOR DAMAGES WITH RESPECT TO THE SERVICES, LICENSED PROGRAM(S) AND HARDWARE WHICH EXCEED THE AMOUNT OF THE FEES PAID TO OMNITRUST BY CUSTOMER FOR THE SAME HEREUNDER.

E. ENTIRETY OF AGREEMENT:

This Agreement shall be governed by the laws of The State of Virginia without regard to its conflict of laws provisions. With the exception of an action primarily seeking injunctive relief, any dispute, controversy or claim arising out of or relating to this Agreement, the subject matter thereof, or the breach thereof shall be settled by binding arbitration Loudoun County, Virginia, in accordance with the Commercial Arbitration Rules then prevailing of the American Arbitration Association. Judgment upon any award made in an arbitration may be entered and enforced in any court of competent jurisdiction. Except as set forth in the previous sentence, any judicial action taken by either party against the other in connection with any dispute or arbitration under this Agreement shall be brought in Loudoun County, Virginia, in a State court having jurisdiction of the subject matter of the action, unless the judicial action includes claims with exclusive Federal jurisdiction, in which case such action shall be brought in the United States District Court for the Eastern District of Virginia, Alexandria Division; unless jurisdiction cannot there be obtained over, or venue is not there proper as to, an indispensable third party. Both parties expressly consent to the exercise of jurisdiction over them in the courts set forth in the previous sentence, as appropriate, by any court of competent jurisdiction and waive any rights they may have to have the action tried or determined in a different venue. This Agreement is the entire Agreement as to its subject matter and supersedes all prior Agreements and representations. Any rights and remedies secured by OmniTrust under the Copyright Laws of the United States, international conventions and treaties, or under the laws of any state or locality, shall be deemed cumulative, and in addition to any rights and remedies arising under this Agreement. Any provision of Customer’s Purchase Order inconsistent with, or in addition to, the terms and conditions of this Agreement or an applicable OmniTrust Quotation shall not be binding on OmniTrust and OmniTrust’s failure to object to such provision shall not be construed as acceptance. No modification, waiver, cancellation of any provision of this Agreement shall be binding unless made in writing and signed by the parties. This Agreement shall be binding upon and inure to the benefit of the parties, and OmniTrust’s third party licensors (Suppliers) if any, and the parties respective, permitted successors, assigns, and legal representatives, provided however, that the rights and duties of Customer hereunder with respect to a Program(s) may not be sold, assigned, sublicensed, or otherwise transferred by it, in whole or in part, without the prior written consent of OmniTrust. If any provision of this Agreement is in violation of any applicable law, such provision shall to such extent be deemed null and void, and the remainder of this Agreement shall remain in full force and effect unless the invalid provision supplied an essential term of this Agreement.