Albany Pool Communities CSO Notification System

Albany Pool Communities CSO Notification System Service Software License Agreement

IMPORTANT – READ THIS INTERACTIVE PLANNING SERVICE SOFTWARE LICENSE AGREEMENT (THE “TOU”) CAREFULLY BEFORE ACCESSING AND USING THE ALBANY POOL COMMUNITIES CSO NOTIFICATION SYSTEM (the CSO-NS”).  BY ACCESSING AND USING THE CSO-NS YOU ACKNOWLEDGE THAT YOU HAVE READ THE TOU, THAT YOU UNDERSTAND THE TOU, AND THAT YOU AGREE TO BE BOUND BY THE TOU.  IF YOU DO NOT AGREE TO AND   ACCEPT THE TOU, THEN PROMPTLY DISCONTINUE ACCESSING AND USING THE CSO-NS.

This TOU constitutes a legal and binding agreement between ARCADIS U.S., Inc. and its subsidiaries (collectively “ARCADIS), and you and the organization or entity on behalf of which you are accessing and using ARCADIS’ CSO-NS(collectively the “Licensee”) for the  Licensee’s access and use of  the CSO-NS Tool through a Web site provided by ARCADIS (the "Site"), which is or may be located on hosting hardware, software, and communication facilities owned or operated by ARCADIS and/or its third party suppliers. 

1. SERVICE ACCESS.

Subject to the terms and conditions of this TOU, ARCADIS grants a nonexclusive, nontransferable license to Licensee to access and use the CSO-NSvia the Site for Licensee’s own internal business purposes.  The Licensee may provide unique user log-in information only to its employees who collaborate to enable such employees to access and use the CSO-NS.  Licensee shall be responsible and liable for Licensee’s and its employees’ compliance with this TOU, access to and use of the CSO-NS.  Except as otherwise expressly permitted herein, Licensee will not: (i) rent, lease, lend, assign, sublicense, transfer, distribute, sell, or otherwise make available, the CSO-NS to any third party; (ii) use or permit the CSO-NS to be used, as part of a service bureau, time-sharing, interactive cable system or otherwise, for the benefit of any third party; or (iii) reverse engineer, decompile, or disassemble the CSO-NS or permit any third party to do the same.  Licensee and its employees may not (a) remove, alter, or obscure any proprietary notices, labels, or marks from the CSO-NS, or (b) modify, translate, adapt, arrange, or create derivative works based on the CSO-NS for any purpose without ARCADIS’ prior written authorization.  The CSO-NS may be accessed and used only as a single product and its components may not be separated for access, distribution or use unless expressly permitted by ARCADIS.  Licensee is fully responsible for all necessary computer hardware, software, modems, and connections to the Internet and other items required for the access and use of the CSO-NS .

Portions of the CSO-NS may be identified as prerelease, test, or evaluation software (“Prelease Software”).  Such Prelease Software is not at the level of performance and compatibility of the final, generally available project offering.  The Prelease Software may not operate correctly and may be substantially modified prior to first commercial availability.  ARCADIS is not obligated to make this or any later version of the Prelease Software commercially available.  The grant of license to access and use the Prelease Software expires upon availability of a commercial release of the Prelease Software from ARCADIS.  In the event the Prelease Software contains a separate end-user license agreement, the terms and conditions of such end-user agreement shall govern your use of the corresponding Prelease Software.

2. REGISTRATION

In order to utilize the CSO-NS, Licensee may be required to provide certain contact and account information as part of a registration process. In such an event, Licensee (i) represents and warrants that all information submitted by it during the registration process is accurate and (ii) agrees to update this information to keep it accurate and complete during the term of this TOU.

3. TAXES.

The Licensee covenants and agrees to pay all federal, state, and municipal assessments, fees and taxes (collectively called the “Taxes”) except those based upon ARCADIS’ income or net worth, which may now or hereafter be imposed or levied upon the sale, purchase, ownership, maintenance, supplies, transportation, installation, other charges, rental, lease, possession or use of the CSO-NS or the Site.  The Licensee agrees to reimburse and to indemnify and hold ARCADIS harmless from and against all Taxes.

4. ALL RIGHTS RESERVED; USE OF FEEDBACK.

Except as expressly provided otherwise in this TOU, title, ownership, and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets, and other intellectual property rights, in and to the CSO-NS remain with ARCADIS and its licensors. Licensee has only the limited access rights granted with respect to the CSO-NS expressly set forth in this TOU, and Licensee has no other rights, implied or otherwise. The structure, organization, and code of the CSO-NS , if any, are valuable trade secrets of ARCADIS and its licensors, and Licensee shall keep such trade secrets confidential.   No logo, graphic, sound, content or image from the CSO-NS may be copied or retransmitted unless expressly permitted by ARCADIS in a separate writing.  Access rights to the CSO-NS are licensed, not sold.

In the event Licensee provides ARCADIS with any suggestions, enhancement requests, recommendations or other feedback (the “Feedback”) relating to the CSO-NS , ARCADIS shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to make, use, copy, modify, create derivative works of, and incorporate into the CSO-NS such Feedback (and derivative works thereof); and to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the CSO-NS that incorporate such Feedback (and derivative works thereof).  Licensee warrants that such Feedback is not subject to any license terms that would purport to require ARCADIS to comply with any additional obligations with respect to any ARCADIS works that incorporate the Feedback.  Feedback, even if designated as confidential by Licensee, shall not create any confidentiality obligation for or upon ARCADIS.

5. USE VERIFICATION RIGHTS.

ARCADIS will have the right, during normal business hours and upon at least five (5) days prior written notice, to have an independent audit firm selected by ARCADIS audit Licensee’s records relating to Licensee’s activities pursuant to this Agreement in order to verify that Licensee has complied with the terms of this Agreement.  The audit will be conducted at ARCADIS’ expense, unless the audit reveals that Licensee has not complied with the terms of this Agreement, in which case Licensee will reimburse ARCADIS for all reasonable costs and expenses incurred by ARCADIS in connection with such audit.  Such audits will be conducted no more than once in any period of twelve (12) consecutive months.

6. ACCEPTABLE USE.

Licensee agrees not to use the Site, CSO-NS, or any portion thereof, to: (a) upload, post or otherwise transmit any Content (as defined below in Section 7) which violates, misappropriates, or infringes, in any way, upon the rights of others, which is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, obscene, libelous, invasive of another's privacy, hateful, violent, or racially, ethnically or otherwise objectionable, or which encourages conduct that would constitute a criminal offense, or otherwise violate any law or regulation; (b) access information related to minors or harm minors in any way; (c) impersonate any person or entity, or falsely state or otherwise misrepresent ARCADIS’ or Licensee’s affiliation with any person or entity; (d) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (e) upload, post, or otherwise transmit any material which contains software viruses, harmful materials, or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, but not limited to, the CSO-NS; (f) interfere with or disrupt the CSO-NS, or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or associated with the CSO-NS; (g) "stalk", otherwise harass or disparage any person or entity, including, but not limited to, ARCADIS; (h) collect or store confidential or sensitive information, or personal data about any person or entity, without the requisite rights to do so; or (CSO-NS) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual.

If ARCADIS is made aware of Licensee conduct or Content that is, or that ARCADIS believes in good faith may be, a violation or potential violation of this Section 6, ARCADIS has the right, but not the obligation, to immediately remove or disable access to that content and/or terminate Licensee’s ability to access the CSO-NS without notice to Licensee.  ARCADIS may disclose, in its sole discretion, Content or registration information in order to cooperate with any law enforcement authorities or court order.

7. SUBMISSION OF CONTENT BY LICENSEE.

Licensee warrants that it has the requisite rights to submit, post, reproduce, publish, distribute, or otherwise transmit all data, material, information and media submitted or uploaded by Licensee on or through the Site and the CSO-NS (the “Content”). ARCADIS acknowledges that it does not own the Content that Licensee submits to the Site in connection with the CSO-NS.

By submitting, posting, or otherwise making Content available to ARCADIS, or available to any individual or entity on or through the Site, Licensee hereby grants ARCADIS a non-exclusive, royalty free, paid up, worldwide, sub-licensable license to store, display, reproduce, modify and transmit the Content solely for the purposes of formatting, maintenance, repair, protection, organization, or other administration of the Site and CSO-NS and use such Content in the ordinary course of ARCADIS’, or its designated third parties’, provision of the CSO-NS.

8. CONTENT: GENERAL.

As between ARCADIS and Licensee, Licensee is solely responsible for all Content and all activities that occur on the Site under Licensee’s accounts, including, without limitation any comments, information, questions, data, plans, ideas, descriptions of processes, or other information submitted, posted, reproduced, published, distributed, or otherwise transmitted to ARCADIS by Licensee through the Site or CSO-NS. Licensee may use the CSO-NS for lawful purposes only.

Licensee is responsible for implementing sufficient procedures and checkpoints to satisfy Licensee’s particular requirements for accuracy of data input and output.  Licensee acknowledges that: (i) Licensee will evaluate and bear all risks associated with the use of any Content, including any reliance by ARCADIS on the accuracy, completeness, or usefulness of such Content; and (ii) under no circumstances will ARCADIS be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damages or any kind incurred as a result of Licensee’s use, deletion, modification, or correction of any Content.

9. PROTECTION OF CONTENT

During the term of this TOU, ARCADIS will use commercially reasonable standards and practices to back up and protect Content. Notwithstanding the foregoing, ARCADIS makes no warranties or representations regarding its back-up practices, and does not warrant that it will be able to restore any lost or damaged Content or other data.  Licensee acknowledges that no network security procedures can assure complete network security or prevent all unauthorized access to the Site and will immediately notify ARCADIS of any known security breaches affecting the CSO-NS.

10. CONFIDENTIALITY.

10.1 Confidential Information.  As used in this TOU, confidential information shall mean (a) any information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or designated as “confidential” or “proprietary” at the time of disclosure; (b) the CSO-NS, (c) information related to access to the Site, including Licensee’s registration information and account passwords, and (d) information related to ARCADIS’ business or operations, product plans or product prices (collectively “Confidential Information”).

10.2 Limitations on Disclosure and Use of Confidential Information.  Receiving Party shall exercise the same degree of care employed by such party to prevent the unauthorized disclosure of its own Confidential Information, but in no event employing less than reasonable care. Confidential Information disclosed under this TOU shall only be used by Receiving Party in the furtherance of this TOU or the performance of its obligations hereunder.  Licensee shall not disclose the terms of this TOU to any third party without the prior written consent of ARCADIS, except pursuant to a valid and enforceable order of a court or government agency.  Notwithstanding the foregoing, nothing herein shall limit ARCADIS’ right to disclose its standard and other ARCADIS Confidential Information to third parties.

10.3 Exceptions.  Confidential Information shall not include Confidential Information that from and after the date of disclosure:  (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; or (ii) was rightfully in the Receiving Party’s possession prior to receipt from the Disclosing Party free of any obligation of confidence, as shown by Recipient’s written records; or (iii) was rightfully disclosed to the Receiving Party by another person without restriction as to use or disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information as shown by Receiving Party’s written records.

10.4 Independent Development.  Receiving Party reserves the right to independently develop and market any technology, products or services or pursue business opportunities that compete with or are similar to those disclosed by Disclosing Party under this TOU without the use of the Disclosing Party’s Confidential Information.

11. WARRANTY DISCLAIMER.

11.1 Licensee acknowledges and agrees that the CSO-NS and Site, including all related information and data proffered, are provided solely for Licensee’s internal use. Licensee further acknowledges and agrees that the CSO-NS may not achieve the results Licensee desires within Licensee’s design constraints. Licensee acknowledges and agrees that it bears sole responsibility for determining whether the CSO-NS and Site are suitable for use in Licensee’s intended application.

11.2 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED ELSEWHERE IN THIS TOU (IF ANY) THE CSO-NS AND SITE ARE PROVIDED "AS IS" AND ARCADIS AND ITS SUPPLIERS MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, (i) REGARDING THE USABILITY, SUITABILITY, CONDITION, OPERATION OR ACCURACY OF THE CSO-NS OR THE SITE, OR (ii) THAT ACCESS TO OR USE OF THE CONTENT, CSO-NS OR SITE WILL BE AVAILABLE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (iii) THAT THE CSO-NS OR SITE WILL DELIVER CLIENT’S DESIRED RESULTS OR MEET CLIENT REQUIREMENTS OR EXPECTATIONS, OR (iv) THAT THE CONTENT, CSO-NS OR SITE WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.  EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTION 11.1 ARCADIS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. CLIENT’ USE OF THE CONTENT, CSO-NS AND SITE IS AT ITS OWN RISK, AND CLIENT ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM USE OF OR INABILITY TO USE THE CONTENT, CSO-NS OR SITE.

12. LIMITATION OF LIABILITY.

ARCADIS AND ITS SUPPLIERS ENTIRE CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS TOU, THE CSO-NS, THE SITE, AND THE CONTENT SHALL NOT EXCEED, IN THE AGGREGATE, $50,000.  IN ADDITION, IN NO EVENT SHALL ARCADIS AND ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, LOSS OF PROFITS, REVENUE OR DATA, OR COST OF COVER ARISING OUT OF OR IN CONNECTION WITH THIS TOU, THE CSO-NS, THE SITE OR THE CONTENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS OF LIABILITY IN THIS SECTION 12 SHALL APPLY TO ALL DAMAGES, CLAIMS AND LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT (INCLUDING, BUT NOT LIMITED TO, WARRANTY OR INDEMNIFICATION CLAIMS), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF ARCADIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE.

13. TERM, SUSPENSION AND TERMINATION.

The TOU takes effect on the date accepted by the Licensee (the “Effective Date”), and shall continue until terminated by either party by 30-day advance written notice to the other party (the “Term”); provided however that ARCADIS may suspend or terminate this TOU and/or Licensee’s access to the CSO-NS and the Site in its sole discretion at any time without notice.

14.  EFFECT OF TERMINATION/EXPIRATION.

Upon expiration or termination of this TOU, Licensee shall remove all of its Content and data from the CSO-NS. Licensee acknowledges and agrees that ARCADIS also will delete the Content and data from the CSO-NS (and all backups thereof), without further notice thirty (30) days from the date of termination or expiration of this TOU, and that ARCADIS is not liable for any loss or damage which may be incurred by Licensee or any third parties as a result of such deletion.  Upon termination or expiration of this TOU for any reason, Licensee shall cease to access the CSO-NS and all of Licensee’s rights hereunder shall cease.  ARCADIS may in its sole discretion make mutually agreed upon Content migration services available to Licensee pursuant to a mutually agreed upon professional services agreement at ARCADIS’ then current fees. Sections 4, 7, 8, 9, 10, 11.1, 11.2, 12, 14, 15, 17, 18.4, 18,6, and 18.7 shall survive any termination of this TOU.

15. INDEMNITY.

Licensee agrees to indemnify, defend (at ARCADIS's request) and hold harmless ARCADIS and its suppliers and each of their respective officers, directors, owners, agents, employees and suppliers (collectively, the "ARCADIS Indemnified Parties") from all damages, losses, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the ARCADIS Indemnified Parties in connection with any third party claim against an ARCADIS Indemnified Party arising out of or related to any claim that the Content or Licensee’s use of the CSO-NS violates any applicable law, rule, regulation or the rights of any third party.  Licensee shall have the right to conduct the defense of any such claim, provided, however, that ARCADIS shall have the right, at its own expense, to participate in the defense of any matter subject to indemnification hereunder, or to assume the defense and control of such matter if Licensee fails to do so, and Licensee shall not settle any such claim without the prior written consent of ARCADIS unless the settlement unconditionally releases the ARCADIS Indemnified Parties of any and all liability.

16. SYSTEM MAINTENANCE AND CUSTOMER SUPPORT SERVICES.

Licensee acknowledges and agrees that ARCADIS or its suppliers may perform periodic maintenance on the Site and the CSO-NS.  Depending on the work performed, the maintenance may or may not impact Licensee’s access and use of the CSO-NS and the Site.

17.  ENTIRE AGREEMENT.

This document (including the documents incorporated by reference herein) contains the entire agreement and understanding between ARCADIS and Licensee concerning the subject matter of this TOU, and supersedes all other prior or contemporaneous communications, representations, advertising, discussions, negotiations, proposed agreements and all other agreements, whether written or oral for the CSO-NS.   ARCADIS has not made and Licensee has not relied upon any representations not expressly set forth in this document in entering this TOU.    Any purchase order of other instrument of Licensee provided before the acceptance of this TOU or accompanying either an order form or a Licensee payment, if any, is for Licensee’s internal use only and its terms shall not alter or amend the terms of this TOU, and any additional or varying terms contained in such instrument are expressly rejected.

ARCADIS may update or modify the terms of this TOU and ARCADIS may update or modify its support terms at any time. ARCADIS will use reasonable efforts to notify Licensee of any such revision.  Notification may occur via email, be posted on the Site (or any successor or replacement) or may occur in a manner deemed commercially reasonable by ARCADIS.  If Licensee does not accept a modification by ARCADIS to the TOU or by ARCADIS to its policies, Licensee must notify ARCADIS in writing of its objection within fifteen (15) days of the date of the notification.  If Licensee notifies ARCADIS of its objection, the existing access rights to the CSO-NS will continue to be governed by the last terms and conditions that the Licensee accepted (including any deemed acceptances) until the end of the then current Term.  If the Licensee does not so notify ARCADIS, the Licensee will be deemed to have accepted the revisions.  

18. GENERAL PROVISIONS. 

18.1.  Waiver/Severability. No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted.  No waiver (whether express or implied) will constitute a consent to, waiver of or excuse of any other, different or subsequent breach.  If and to the extent any provision of this TOU is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof, shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this TOU in any other jurisdiction.

18.2.  Force Majeure. Except for the failure to make payments, neither party will be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, war, terrorism or terrorist act, civil unrest, strikes, lockouts or other labor disturbances, failure or interruption of a third party internet connection(s) or infrastructure, or other causes beyond the non-performing party’s reasonable control and not caused by the negligence of the non-performing party.

18.3.  Independent Contractor. In performing their respective duties under this TOU, each of the parties will be operating as an independent contractor.  Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship.  Neither of the parties will hold itself out in any manner that would be contrary to the provisions of this Section 18.3.

18.4.  Governing Law, Jurisdiction and Venue. By accessing or using the CSO-NS , Licensee agrees that the statutes and laws of the State of Colorado, without regard to the conflicts of laws principles thereof, shall govern all matters relating to interpretation and enforcement of these TOU and to Licensee’s access to, or use of, the CSO-NS.  ARCADIS and Licensee specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.  No choice of law rules of any jurisdiction apply. The parties hereby submit to the exclusive personal jurisdiction of and venue in the state and federal courts of the State of Colorado, County of Douglas in respect of all claims arising out of or related to the CSO-NS and the TOU.  The TOU is void where prohibited by law, and the right to access the CSO-NS is hereby revoked in such jurisdictions.

18.5.  Export. In conformity with laws and regulations of the United States and other countries relating to international trade, Licensee agrees that it will not (a) disclose, export or re-export, directly or indirectly, any product, documentation or technical data (or direct products thereof) provided under this TOU to any country, entity, or other party which is ineligible to receive such items under applicable export control laws and regulations, or (b) use the CSO-NS for any prohibited nuclear, rocket system or unmanned air vehicle end-use.  Licensee shall be solely responsible for complying with these laws and regulations.

18.6.  Notices.  Notices to ARCADIS under the TOU shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: ARCADIS U.S., Inc., Attention: Legal Services, 630 Plaza Drive, Suite 100, Highlands Ranch, Colorado 80129.

18.7.  Publicity. Neither party may make any public statement, press release, or other public announcement relating to the terms of the TOU or any relationship between the parties, without the prior written approval of the other party, except as required by law.  

18.8.  Language. The TOU is in the English language only, which language shall be controlling in all respects, and all versions hereof, in any other language, shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to the TOU shall be in the English language only.

18.9.  Links. The CSO-NS may contain links to third-party Web sites or services that are not under the control of ARCADIS. When Licensee access a non-ARCADIS Web site, or non-ARCADIS services, Licensee does so at its own risk and ARCADIS is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these Web sites; or for the quality of any products or services available on such Web sites; or any such third-party services or for any damage or loss caused or alleged to be caused through or in connection with use of or reliance on the content, goods, or services available on or through any such link, site, service or resource. Licensee may use third-party applications to access CSO-NS via published API’s and protocols, but Licensee is solely responsible for such use.    

18.10.  Assignment. Licensee agrees that its rights and obligations under this TOU may not be transferred or assigned and its duties may not be delegated directly or indirectly without the prior written consent of ARCADIS in its sole discretion.  ARCADIS may assign or otherwise transfer its rights and obligations to successors-in-interest (whether by purchase of stock or assets, merger, operation of law, or otherwise) of that portion of its business related to the subject matter hereof.   Any attempted assignment in violation of this Section 18.10 shall be a material breach of this TOU and shall be void.  Subject to the restrictions set forth in this Section 18.10, all of the terms and conditions of this TOU shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto.