PRIVACY DYNAMICS SOFTWARE AS A SERVICE AGREEMENT

Last Updated: June 23, 2022

This Software as a Service Agreement and the Privacy Policy, which is incorporated here by reference (collectively, the "Agreement") is entered into by and between Privacy Dynamics, Inc. ("Privacy Dynamics," "we," or "us") and you or the entity you represent ("Company," or "you"), and governs your access and use of the Privacy Dynamics cloud service and related services (collectively, the "Services"). This Agreement shall be in effect as of the date you register for the service or otherwise indicate acceptance (e.g., via click-through or other electronic means) (the "Effective Date").

PLEASE READ THIS AGREEMENT CAREFULLY. BY INDICATING ACCEPTANCE OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT AND ALL TERMS INCORPORATED INTO THIS AGREEMENT BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT, DO NOT USE THE SERVICES.

We may make changes to this Agreement from time to time. If we make changes, we will provide you with notice of the changes, such as by sending an email or providing a notice through our website. Unless we say otherwise in our notice, the amended Agreement will be effective immediately, and your continued use of the Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop using the Services.

1. Privacy Dynamics Software

  1. Access. Privacy Dynamics grants you the right to access and use the Services in accordance with this Agreement and your applicable chosen plan ("Plan") indicated on your order form or online checkout ("Order"). In addition to the Restrictions outlined below, your specific Plan and Order may have limitations as outlined on your Order. Privacy Dynamics may, at its sole discretion, allow use of the Services that exceeds the limitations outlined on your Order; such permitted excess usage is not a waiver of the limitations of the Order, which Privacy Dynamics may choose to enforce at any time.
  2. Updates. Privacy Dynamics may, from time to time, make updates to the Services, and this Agreement shall apply to such updated Services.
  3. Ownership. Except as expressly set forth in this Agreement, Privacy Dynamics retains all right, title and interest in and to the Software, the Feedback (as defined below), the Analytic Data (as defined below), and the work product resulting from the Professional Services (if any) together with any and all patent rights, trade secret rights, copyrights, trademark rights, moral rights, and any other form of intellectual property rights recognized in any jurisdictions, including applications and registrations for any of the foregoing ("Intellectual Property Rights"). No license or other right will be created hereunder by implication, estoppel or otherwise, except as specifically provided in this Agreement. Company acknowledges that the Software includes Privacy Dynamics's valuable trade secrets and improper use or disclosure may cause Privacy Dynamics irreparable harm.
  4. Your Data. You represent and warrant to Privacy Dynamics that: (1) you or your licensors own all right, title, and interest in and to any and all permitted electronic data processed by you with the Services ("Your Data"); (2) You have all rights in Your Data necessary to grant the rights contemplated by this Agreement; and (3) none of Your Data violates this Agreement, any applicable law or regulation or any third party's intellectual property or other right. For the avoidance of doubt, as between Privacy Dynamics and you, you will retain all right, title and interest in all of Your Data and to all data processed by the Services and written back to your data repositories ("De-Identified Data").

    You are solely responsible for the development, content, operation, maintenance, and use of Your Data. You will ensure that Your Data, and Your use of it, complies with this Agreement and any applicable laws and regulations. You are responsible for properly configuring and using the Services and taking Your own steps to maintain appropriate security, protection and backup of Your Data.

2. Restrictions

  1. Except as expressly authorized by this Agreement, Company may not (a) modify, disclose, alter, translate, or create derivative works of the Software (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Software (or any components thereof), (c) use the Software to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions, (d) use the Software to build a competitive product or service, or copy any proprietary features or functions of the Software, (e) remove, alter, or obscure any proprietary notices in or on the Software including copyright notices, (f) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to create the source code of the Software or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Software, (g) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Software or the functionality of the Software, (g) use the Software for any purpose that is illegal in any way or that advocates illegal activity, or (h) cause or permit any User or third party to do any of the foregoing.
  2. Protected Health Information and other Regulated Data. You represent and warrant that you will not upload any Protected Health Information (as defined by HIPAA) to the Services unless and until you have separately executed a Business Associate Agreement with Privacy Dynamics. To execute a BAA, please reach out to support@privacydynamics.io. You further represent and warrant that you will not upload any other data if such upload or subsequent processing by Privacy Dynamics will violate any law, statute, or other agreements.

3. Accounts and Eligibility

  1. Accounts. In order to access and use the Services, you must (a) register for an electronic account with us (an “Account”) and (b) accept this Agreement. An Account may be registered on our website or via authorized third-party methods (e.g., by linking your third-party account credentials). Accounts may be created for each user within your organization that is authorized to access and use the Services (each, a "User") and the terms and conditions of this Agreement will apply to each such User. You will ensure that no User or other person accesses the Services on behalf of another person or entity and that no User shares or transfers access rights to the Services. You must, and must ensure that all Users, (i) provide accurate Account information and promptly update that information if it changes, (ii) maintain the security of each such Account, and (iii) notify us in promptly in writing upon discovery or suspicion that someone has accessed such Account without permission. You are responsible for any and all acts or omissions of Users.
  2. Eligibility. You represent and warrant that you and all Users (a) are at least 18 years of age, (b) are not a resident of, or located in, any country subject to a United States embargo or other similar United States export restrictions, including Iran, Cuba, North Korea, the Region of Crimea, Sudan or Syria, and (c) are not on the United States Treasury Department’s list of Specifically Designated Nationals, the United States Department of Commerce’s Denied Persons List or Entity List, or any other United States export control list.

4. Payment Terms

  1. Subscription. Some parts of the Services are billed on a recurring and periodic basis ("Subscription"). You will be billed for your Subscription with payment terms as set forth on the applicable Order. Subscriptions are set either on a calendar month or an annual basis, depending on the type of Plan you select when completing an Order. If a free trial period ("Free Trial") applies to your Order, your Subscription will be charged upon the expiration of the Free Trial. At the end of each Subscription period, your Subscription will automatically renew for additional successive periods of equal duration to the initial Subscription term ("Renewal") unless you cancel it before the end of the then current Subscription period. If your initial Order included a Free Trial or other reduced fees or discounts ("Discounts"), such Free Trials and Discounts will not be included in your Renewal unless explicitly indicated on your Order. Subscriptions canceled prior to the expiration of any Free Trial will not be charged. You may cancel your Subscription renewal by contacting Privacy Dynamics customer support team at support@privacydynamics.io, or through the account management portal where applicable.
  2. Charges. Privacy Dynamics requires a valid payment method (and other related billing information) to process the payment for your Subscription. By providing such information, you authorize Privacy Dynamics (and its authorized payment processor, Stripe) to charge the payment method provided to us in accordance with the terms and conditions of this Agreement and your Order, and you represent and warrant that you are authorized to use and have fees charged to the payment method provided by you to Privacy Dynamics.

    Payment processing services by Stripe are subject to the Stripe Security Policy, found here: https://stripe.com/docs/security/stripe, and the Stripe Privacy Policy, found here: https://stripe.com/privacy, which Stripe may update from time to time.

    If your payment method described in this Section 4.2 fails, your Subscription shall be canceled, your access to the Services shall be revoked, and any automated or scheduled Services shall be disabled until payment is received. Privacy Dynamics may, at its sole discretion, allow use of the Services for some period of time after the Subscription is canceled due to nonpayment; such permitted excess usage is not a waiver of the right of Privacy Dynamics to revoke access to the Services.

5. Term, Termination, and Effects of Termination

  1. Term. Unless terminated as set forth in Section 5.2, this Agreement commences upon the Effective Date and will remain in effect until terminated in accordance with this Agreement.
  2. Suspension. Without limiting other available remedies included in this Agreement or otherwise, Privacy Dynamics may suspend your access to the Services if you are in non-compliance with this Agreement.
  3. Termination. You may terminate this agreement at any time by canceling your Subscription by contacting us at support@privacydynamics.io or through the account management portal where applicable. Privacy Dynamics may terminate this Agreement at any time, for convenience, on 30 days advance notice by providing you with written notice of termination.

    Privacy Dynamics may also Suspend your Subscription or terminate this Agreement immediately if (a) we change the way we provide or discontinue the Services; (b) we determine that your use of the Services violates the Restrictions in Section 2 or the limitations outlined in your Order; (c) you are otherwise in breach of this Agreement; or (d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

  4. Effects of Termination. Upon any expiration or termination of this Agreement (a) all rights and licenses granted to Company under this Agreement will immediately terminate, (b) you must cease using the Services, and (c) Company must immediately pay to Privacy Dynamics all unpaid fees from any previous Orders.

    Notwithstanding any terms to the contrary in this Agreement, (i) Sections 2, 4, 5.4, 7, 8, 9, 10, and 11 will survive any termination or expiration of this Agreement, and (ii) no refunds will be issued.

6. Representations and Warranties

  1. Each Party. Each party represents and warrants that (a) it is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement, (c) the person accepting this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement and bind the entity it represents to this Agreement, and (d) this Agreement is valid, binding, and enforceable against it in accordance with its terms. 
  2. Your Representations and Warranties. Further, you represent, warrant and covenant that (a) you possess all necessary rights and consents to grant Privacy Dynamics the rights set forth in this Agreement with respect to Your Data and any Data Repositories, (b) you have collected Your Data in accordance with all applicable laws, rules, and regulations, (c) neither Your Data nor Privacy Dynamics’ use of Your Data in accordance with this Agreement will (i) infringe, misappropriate, or otherwise violate any intellectual property rights or other rights of any third party or (ii) violate applicable laws, rules, or regulations, (d) you will use the Services in accordance with all applicable laws, rules, and regulations

7. Disclaimer

  1. EXCEPT AS SET FORTH IN SECTION 6.1, THE SERVICES ARE PROVIDED ON AN "AS IS” AND "AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FURTHER, WE DO NOT REPRESENT OR WARRANT THAT (A) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR OTHERWISE PRODUCE ANY PARTICULAR RESULTS, (C) ANY DATA PROVIDED VIA THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT YOUR DATA WILL NOT BE LOST, DAMAGED, OR CORRUPTED, (D) ERRORS OR DEFECTS WILL BE CORRECTED, PATCHES OR WORKAROUNDS WILL BE PROVIDED, OR WE WILL DETECT ANY BUG IN THE SERVICES, (E) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (F) THIRD-PARTY DISRUPTIONS OR SECURITY BREACHES OF THE SERVICES WILL BE PREVENTED. WITHOUT LIMITING THE FOREGOING, (I) YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR DATA AND (II) WE ARE NOT LIABLE OR RESPONSIBLE, AND DISCLAIM ALL LIABILITY AND RESPONSIBILITY, FOR ANY THIRD-PARTY SERVICES (AS DEFINED BELOW) (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY OR RESPONSIBILITY FOR FAILURE OR DELAY IN PERFORMING THE SERVICES RESULTING FROM ANY ERRORS IN, OR MALFUNCTIONS OF, SUCH THIRD-PARTY SERVICES). 

8. Indemnification

  1. Indemnification by Privacy Dynamics. Privacy Dynamics will indemnify, defend and hold harmless Company, its affiliates, and its and their respective officers, directors, agents and employees from and against any and all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, "Losses") arising from any claim, demand, action or other proceeding (collectively, "Claims") brought by a third party to the extent alleging that Company's permitted use of the Software as provided by Privacy Dynamics infringes or misappropriates any third party's Intellectual Property Rights. If a Claim of infringement or misappropriation under this Section 8.1 occurs, or if Privacy Dynamics determines that a Claim is reasonably likely to occur, Privacy Dynamics may, at its option: (a) obtain a right for Company to continue using such Software; (b) modify such Software to make it non-infringing but functionally equivalent; (c) replace such Software with a non-infringing equivalent; or (d) to terminate this Agreement upon written notice to Company and refund any pre-paid fees for the allegedly infringing Software. Notwithstanding the foregoing, Privacy Dynamics will have no obligation under this Section for any Claim resulting or arising from (i) modifications to Software that were not performed by or on behalf of Privacy Dynamics; or (ii) the combination, operation or use of the Software in connection with a third-party product or service. THIS SECTION 8.1, NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THIS AGREEMENT, STATES COMPANY'S SOLE AND EXCLUSIVE REMEDY, AND PRIVACY DYNAMICS'S SOLE AND EXCLUSIVE OBLIGATION, WITH RESPECT TO A CLAIM THAT THE SOFTWARE INFRINGES OR MISAPPROPRIATES A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
  2. Indemnification by You. You will indemnify, defend and hold harmless Privacy Dynamics, its affiliates, and its and their respective officers, directors, agents and employees from and against any and all Losses arising from any Claim to the extent resulting from, related to or arising out of any actual or alleged (a) breach by you or any Users of this Agreement or any other act or omission of you or any Users, (b)  your or any Users’ gross negligence or willful misconduct, or (c)  your or your Users’ violation of applicable laws, rules, or regulations.
  3. Procedures. The indemnifying party's indemnification obligations under this Section 8 are conditioned upon the indemnified party (a) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of it (provided that failure to give such notice will not alleviate the indemnifying party of its obligations hereunder to the extent such failure does not materially prejudice the indemnifying party), (b) granting the indemnifying party the option to solely control the defense (including the right to use its own counsel) and settle the Claim (except in the event of a conflict of interest and except that the indemnified party must approve any settlement that requires an affirmative obligation or admission of fault of the indemnified party), and (c) providing reasonable cooperation to the indemnifying party and assistance in the Claim's defense or settlement at the indemnifying party's expense.

9. Limitation of Liability

To the maximum extent permitted under applicable laws, rules, or regulations:

  1. Consequential Damages Waiver. EXCEPT FOR (A) BREACHES OF SECTIONS 2 OR 10, (B) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, (C) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8, OR (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
  2. Liability Cap. EXCEPT FOR (A) BREACHES OF SECTIONS 2 OR 10, (B) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, (C) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8, OR (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT RECEIVED BY PRIVACY DYNAMICS UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.
  3. Failure of Essential Purpose. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 9 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Confidentiality

  1. Definition. "Confidential Information" means all confidential or proprietary information disclosed (whether in oral, written, or other tangible or intangible form) by one party (the "Disclosing Party") to the other party (the "Receiving Party") concerning or related to this Agreement or the Disclosing Party (whether before, on, or after the Effective Date) that is marked "Confidential" or "Proprietary" or with similar designation by the Disclosing Party, at the time of initial disclosure to the Receiving Party or, if the Disclosing Party makes an oral disclosure, the Disclosing Party, within 10 days of such oral disclosure, notifies the Receiving Party in writing that the information disclosed by the Disclosing Party should be treated as confidential to the Disclosing Party.
  2. Obligations. During the term of this Agreement and for a period of 5 years thereafter, each party will maintain in confidence the Confidential Information of the other party and will not use such Confidential Information except to perform its obligations or exercise its rights hereunder. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. In addition, the Receiving Party may only disclose Confidential Information to its directors, officers, employees, and/or contractors who have a need to know such Confidential Information in order to perform their duties under this Agreement, and only if such directors, officers, employees, and/or contractors are bound by confidentiality restrictions no less restrictive than the terms contained in this Section 10. Each party agrees that the terms and conditions of any Order will be treated as Confidential Information of both parties and will not be disclosed to any third party; provided, however, that each party may disclose the terms and conditions of any Order in confidence (a) to such party's legal counsel, accountants, banks, financing sources, and their advisors, (b) in connection with the enforcement of this Agreement or rights under this Agreement, or (c) in connection with an actual or proposed equity investment, initial public offering, merger, acquisition, change in control or similar transaction.
  3. Exceptions. Confidential Information will not include information to the extent that it: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession without obligation of confidentiality prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by law rule, regulation, administrative order, or by a subpoena or order issued by a court of competent jurisdiction (each, a "Court Order"), but solely on the conditions that the Receiving Party: (i) to the extent legally permitted, promptly gives the Disclosing Party written notice of the Court Order within 48 hours after receiving it; and (ii) cooperates reasonably with the Disclosing Party at the Disclosing Party's expense before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Court Order and seek a protective order or other appropriate relief.

11. General Provisions

  1. Governing Law and Venue. This Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Washington, without regard for any choice of law or other rules that would cause the laws of any other jurisdiction to apply. Each party submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington (the "Chosen Courts") in any litigation arising out of or relating to this Agreement, agrees that all claims in respect of any such litigation will be heard and decided only in any such Chosen Court, waives any claim of inconvenient forum or other challenge to venue in any such Chosen Court, and agrees not to bring or maintain any such litigation before any tribunal other than the Chosen Courts (except in any proper appeal from a Chosen Court).
  2. Subcontractors. Privacy Dynamics may use subcontractors to perform all or part of the Services.
  3. Audit. Privacy Dynamics may, by itself or through an independent third party, audit your use of the Services to verify your compliance with this Agreement. You agree to provide reasonable access to your systems and records for purposes of conducting these audits. 
  4. Third-Party Services. You acknowledge and agree as follows: (a) we use third-party hosting infrastructures and/or other services in connection with the Services (the "Third-Party Infrastructures") and (b) in order for us to access Your Data and perform the Services, you will be required to provide us access to the data repositories (the Third-Party Infrastructures and data repositories, collectively, "Third-Party Services"). Notwithstanding any terms to the contrary in this Agreement, Privacy Dynamics disclaims any liability or responsibility with respect to the Third-Party Services.  You agree to abide by any terms and conditions with respect to such Third-Party Services.
  5. Feedback. Any suggestions, comments, or other feedback provided by you or any Users to Privacy Dynamics with respect to Privacy Dynamics or the Services (collectively, "Feedback") will not constitute your Confidential Information, and Privacy Dynamics will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 
  6. Analytics. You acknowledge and agree that Privacy Dynamics may collect, create, use, and store (a) data regarding use of the Services and/or any individuals and/or entities that interact with the Services and/or (b) information, data, reports, and/or other content derived from our use of Your Data as permitted in Section 1.4 (collectively, "Analytic Data"). As between the parties, Privacy Dynamics owns all right, title, and interest in and to the Analytic Data, together with any and all intellectual property rights embodied in or related to the foregoing. For clarity, the Analytic Data expressly excludes the De-Identified Data, which are owned by you.
  7. Publicity. Company consents to Privacy Dynamics's use of Company's name and logo on the Privacy Dynamics website, identifying Company as a customer of Privacy Dynamics and describing Company's use of the Software notwithstanding any terms to the contrary in this Agreement. Company agrees that Privacy Dynamics may issue a press release identifying Company as customer of Privacy Dynamics.
  8. Force Majeure. Except for payments due under this Agreement, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, whether foreseeable or not, including but not limited to acts of God (fires, storms, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any services or software by any service providers, epidemic, pandemic (including COVID-19), government actions, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.
  9. Electronic Communications. Privacy Dynamics may choose to electronically deliver all communications with you, which may include email to the email address on or linked to your Account. Privacy Dynamics’s electronic communications to you may transmit or convey information about actions taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law, and any other notices. You agree to do business electronically with Privacy Dynamics and to receive electronically all current and future notices, disclosures, communications, and information, and that such electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
  10. Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed), and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the foregoing, either party may assign this Agreement to any successor to substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise without such consent. This Agreement will be binding upon and enforceable against any successor or permitted assignee.
  11. No Waivers. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
  12. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, (a) such invalidity, illegality or unenforceability will not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction, and (b) such provision, in such jurisdiction, will be replaced by a valid, legal and enforceable provision that best reflects the parties' intent for such first provision.