Oh My Gov!

Terms of Service

Master Subscription Agreement for OhMyGov Inc. Services

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION OF OHMYGOV SERVICES FROM US AND YOUR USE OF THOSE SERVICES.

IF YOU REGISTER FOR A FREE TRIAL FOR THE OHMYGOV SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

YOU MAY ACCEPT THIS AGREEMENT BY CONTINUING TO USE THE SOFTWARE, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR TAKING ANOTHER ACTION THAT INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND YOUR AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE OHMYGOV SERVICES.

You may not access the OhMyGov Services if you are a competitor of OhMyGov Inc, except with our prior written consent. In addition, you may not access the OhMyGov Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes, except when evaluating whether or not to enter into a partnership or reseller agreement with OhMyGov Inc. Violators of this agreement will be prosecuted to the full extent of the law.

This Agreement was last updated on September 22, 2012. It is effective between you and OhMyGov Inc. as of the date of your acceptance of this Agreement.

Table of Contents

1. DEFINITIONS
2. FREE TRIAL
3. PURCHASED SERVICES
4. USE OF OHMYGOV SERVICES
5. SOCIAL MEDIA CONTENT, CUSTOMER CONTENT AND THIRD PARTY SERVICES
6. FEES AND PAYMENT
7. PROPRIETARY RIGHTS
8. CONFIDENTIALITY
9. WARRANTIES AND DISCLAIMERS
10. MUTUAL INDEMNIFICATION
11. LIMITATION OF LIABILITY
12. TERM AND TERMINATION
13. GENERAL PROVISIONS

1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Competitor” means any individual or business that targets the same customers, or vies for a portion of the media analytics market.

“Order Forms” means the ordering documents for OhMyGov Services hereunder that are entered into between You and Us or any of Our Affiliates from time to time, including amendments and addenda thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party thereto. Order Forms shall be deemed incorporated herein by reference.

“Purchased Services” means the OhMyGov Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

“OhMyGov Services” means the social media monitoring, engagement and analysis, social media content or derivatives, ordered by You under an Order Form or provided under a free trial, and made available by Us online via the customer login link at http://mediamonitoring.ohmygov.com and/or other web pages designated by Us, including any associated offline components as described in the User Guide. “OhMyGov Services” exclude Social Media Content and Third Party Services, notwithstanding any reference to Social Media Content or Third Party Services in the User Guide or an Order Form.

“Social Media Content” means information obtained from the Internet by the OhMyGov Services based on or related to Tracked Accounts, including but not limited to links, posts and excerpts, and data derived thereof, such as reports, summaries, graphs and charts.  Each individual link, post or excerpt coming from a single source shall be referred to as a “Post” or a “Mention”.

“Third Party Services” means online, web-based applications and services, as well as offline services and software that are provided by third parties and are distributed or interoperate with the OhMyGov Services. Third-Party Services include, but are not limited to, third party-provided components of the OhMyGov services.

“User” means an individual who is authorized by You to use the OhMyGov Services on behalf of You, and for whom a subscription to the OhMyGov Service has been purchased and a User Account issued by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which you transact business, who use the OhMyGov Services exclusively for Your benefit.

“User Account” means a unique account accessible by a user name and password and assigned to a User.

“User Guide” means the online “how-to” guide for the OhMyGov Services, accessible via http://mediamonitoring.ohmygov.com/userguide, as updated from time to time.

“We” “Us” or “Our” means the OhMyGov Inc. company described in Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

“Your Content” means any electronic data or information submitted by You or on Your behalf to the OhMyGov Services, excluding Social Media Content.

2. FREE TRIAL

We may make one or more OhMyGov Services available to You on a trial basis free of charge until the earlier of: (a) the end of the free trial period for which You are registered to use the applicable OhMyGov Service; or (b) the start date of any OhMyGov Services purchased by You pursuant to an Order Form or contract. Additional trial terms and conditions may appear on a trial registration web page or other trial registration document entered into by You. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

IF YOU ELECT TO USE THE OHMYGOV SERVICES FOR THE TRIAL PERIOD AND DO NOT PURCHASE A SUBSCRIPTION BEFORE THE END OF THE TRIAL PERIOD, YOUR TRIAL SUBSCRIPTION FOR THE OHMYGOV SERVICES WILL EXPIRE AT THE END OF THE TRIAL PERIOD AND SHALL NOT AUTO-RENEW.  ANY DATA ENTERED INTO THE OHMYGOV SERVICES BY YOU OR RECEIVED BY YOU IN CONNECTION WITH YOUR USE OF THE OHMYGOV SERVICES, AND ANY CUSTOMIZATIONS THAT MAY BE MADE TO THE OHMYGOV SERVICES BY YOU DURING THE FREE TRIAL PERIOD, WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME OHMYGOV SERVICES AS THOSE COVERED BY THE TRIAL BEFORE THE END OF THE TRIAL PERIOD.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS”, “AS-AVAILABLE”, WITHOUT ANY WARRANTY OR SUPPORT WHATSOEVER.

3. PURCHASED SERVICES

3.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term for Your internal business purposes. You may purchase additional OhMyGov Services by executing additional Order Forms or, if available, online through the OhMyGov Services.

3.2. User Subscriptions. Unless otherwise specified in the applicable Order Form: (i) OhMyGov Services may be accessed by no more than the specified number of Users; (ii) additional User Account subscriptions may be purchased during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder; and (iii) the added User Account subscriptions shall terminate on the same date as the pre-existing User Account subscriptions. User Account subscriptions are for designated Users only and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the OhMyGov Services. Users replacing former Users agree to the terms of this document and are bound by the agreements herein. You shall designate at least one (1) User to act as an administrator responsible for requesting set-up and removal of User Accounts and for other administrative tasks related to Your use of OhMyGov Services.

4. USE OF THE OHMYGOV SERVICES

4.1. Our Responsibilities. We shall: (i) provide to You basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased; and (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice and which We shall schedule to the extent practicable during the weekend hours from 11:00 p.m. Eastern time Friday to 6:00 p.m. Eastern time Sunday); or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks.

OhMyGov Inc. will protect the confidentiality of Your information (to a reasonable degree) within OhMyGov’s care. In the case of a (i) virtual attack on OhMyGov Inc. (hacking, Trojan Virus,) or (ii) theft of OhMyGov Inc. information not able to be prevented with reasonable effort and attention, OhMyGov Inc. is not liable for the protection of Your information in an unreasonable situation.

4.2. Your Responsibilities. You shall: (i) be responsible for compliance with this Agreement by Your Affiliates, Users, and other personnel; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the OhMyGov Services, Third Party Services, Social Media Content, User passwords or User Accounts, and notify Us promptly of any known or suspected unauthorized access or use; and, (iii) use OhMyGov Services only in accordance with the User Guide, and applicable laws and government regulations (including without limitation, anti-spam laws). You shall not use OhMyGov Services to: (a) store or transmit infringing, libelous, obscene, threatening, or otherwise unlawful or tortious material, including without limitation material harmful to children or violating third party intellectual property or privacy rights; (b) solicit, receive or submit to the OhMyGov Services any of Your Content in violation of third-party rights; (c) store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; or (d) interfere with or disrupt the integrity or performance of the OhMyGov Services, Third Party Services, Social Media Content or any websites from which Social Media Content is derived.

5. SOCIAL MEDIA CONTENT, CUSTOMER CONTENT, AND THIRD PARTY SERVICES

5.1. Social Media Content. You acknowledge that We have no ownership rights in, or control of, Social Media Content. You shall access and use Social Media Content, (whether alone or in combination with other Social Media Content or data), in compliance with applicable laws and the terms of service of the website from which the applicable Social Media Content is obtained or derived, including, without limitation any terms as may be set forth. Some Social Media Content may be indecent, offensive, inaccurate or otherwise objectionable or unlawful, and We shall have no obligation to preview, verify, flag, modify, filter or remove any Social Media Content (although We may do so in Our sole discretion), nor shall We be responsible for any failure to remove, or any delay in removing, harmful, inaccurate, unlawful or otherwise objectionable Social Media Content. Your use of Social Media Content is at Your sole risk and We shall have no responsibility to You or any third party related to any use of Social Media Content by You or any User.

5.2. Your Content. You shall be responsible for the accuracy, quality, legality and means of acquiring Your Content and You shall have, or obtain, all rights necessary to provide Your Content to Us as required for Us to provide OhMyGov Services to You. You shall not submit, or solicit the submission of, any sensitive, individually identifiable information, including but not limited to, social security numbers, government-issued identification card numbers, financial account numbers (including credit or debit card numbers and any related security codes or passwords), health-related or medical information, health insurance identification numbers, or information in a health insurance application or claims history.

5.3. Availability of Social Media Content and Third Party Services. Our ability to provide the Social Media Content and Third Party Services depends on their continuing availability to Us for collection, aggregation, provision and/or distribution in connection with OhMyGov Services. If a provider of any Social Media Content or Third Party Service ceases to make the Social Media Content or Third Party Services available on terms acceptable to Us, We may cease providing such Social Media Content or Third Party Service without entitling You to any refund, credit, or other compensation.

6. FEES AND PAYMENT

6.1. Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form: (i) fees are based on OhMyGov Services purchased and not actual usage; (ii) payment obligations are non-cancelable and fees paid are non-refundable; and (iii) the number of User Account subscriptions, Tracked Accounts, or other OhMyGov Services purchased and the fees set forth in an Order Form cannot be decreased during the relevant subscription term stated in such Order Form. Subscription fees are based on monthly or annual periods. Fees for subscriptions added in the middle of a monthly period will be pro-rated for any such initial monthly period and the monthly periods remaining in the subscription term.

6.2. Invoicing and Payment. For credit card purchases, You will provide Us with valid and updated credit card information. If You provide credit card information to Us, You authorize Us to charge such credit for all OhMyGov Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us, and notifying Us of any changes to such information.

6.3. Overdue Charges. If any amounts invoiced hereunder are not received by Us by the due date, then at Our discretion: (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

6.4. Suspension of OhMyGov Services and Acceleration. If any charge owing by You is 30 days or more overdue (or 10 or more days overdue in the case of charges authorized by You to be paid by credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under this Agreement so that all such obligations become immediately due and payable, and suspend OhMyGov Services until such amounts are paid in full. We will give You 10 or more days’ prior notice that Your account is overdue in accordance with the “Manner of Giving Notices” section below, before suspending OhMyGov Services.

6.5. Payment Disputes. We shall not exercise Our rights under the “Overdue Charges” or “Suspension of OhMyGov Services” section above if the applicable charges are subject to a reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

6.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes” ). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

7. PROPRIETARY RIGHTS

7.1. Reservation of Rights in OhMyGov Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the OhMyGov Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. You agree not to challenge the validity or Our ownership of or other rights to the intellectual property rights in OhMyGov Services. Without limiting any of Our legal, equitable or contractual rights or remedies, We shall have the right to seek immediate injunctive relief in any court of competent jurisdiction to enforce Our intellectual property rights in OhMyGov Services without being required to post bond.

7.2. Restrictions. You shall not: (i) sell, license, resell, rent, lease, distribute or make available to third parties the OhMyGov Services, Social Media Content or Third Party Services, or derivatives thereof, unless You have obtained permission to do so from the applicable rights holders; (ii) create derivative works based on the software, program code or user interfaces comprising OhMyGov Services, Social Media Content or Third Party Services; (iii) copy, frame or mirror OhMyGov Services, Social Media Content or Third Party Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; (iv) reverse engineer or decompile OhMyGov Services, Social Media Content or Third Party Services; (v) systematically access OhMyGov Services or Third Party Services using “bots” or “spiders”, or attempt to gain unauthorized access to OhMyGov Services, the Third Party Services, or their related systems or networks; or (vi) access OhMyGov Services in order to: (a) build a competitive commercial product or service; (b) build a product using similar ideas, features, functions or graphics as OhMyGov Services; or (c) copy any ideas, features, functions or graphics of OhMyGov Services (except for copying incidental to the exporting of reports as part of OhMyGov Services). The restrictions set forth in this section shall survive any termination of this Agreement.

7.3. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into OhMyGov Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the OhMyGov Services.

7.4. Federal Government End Use Provisions. If applicable, We provide OhMyGov Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to OhMyGov Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of You shall include Your Content; Our Confidential Information shall include OhMyGov Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, pricing, customer lists and business processes disclosed by such party. However, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

8.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

9. WARRANTY AND DISCLAIMERS

9.1. Our Warranties. We warrant that: (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Purchased Services shall perform materially in accordance with the User Guide, and (iii) the functionality of the Purchased Services will not be materially decreased during a subscription term. For any breach of warranty, Your exclusive remedy shall be as provided in the “Termination for Cause” and “Refund or Payment upon Termination” sections below.

9.2. Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so.

9.3. Warranty Disclaimer. Except as expressly provided above, the OhMyGov services are provided “as-is,” “as available,” exclusive of any warranty of any kind, whether express, implied, statutory or otherwise.

9.4. Non-OhMyGov Services. We do not provide any warranty or support under this Agreement for any non-OhMyGov products or services, including but not limited to Third Party Services.

10. LIMITATION OF LIABILITY

10.1. Exclusion of Consequential and Related Damages. In no event shall either party or its licensors have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.

11. TERM AND TERMINATION

11.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the OhMyGov Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

11.2. Term of Subscriptions. Subscriptions under this Agreement commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all subscriptions shall automatically renew unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term shall be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.

11.3. Termination for Cause. A party may terminate this Agreement for just cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination

11.5. Surviving Provisions. All other components of this agreement shall survive any termination or expiration of this Agreement.

12. GENERAL PROVISIONS

12.1. Export Compliance. The OhMyGov Services and derivatives thereof may be subject to export laws and regulations of the United States, Canada and other jurisdictions. Each of Us and You represents that it is not named on any U.S. or Canadian government denied-party list. You shall not permit Users to access or use OhMyGov Services in a U.S.- or Canadian-embargoed country as specified from time to time by the government of the United States, Canada or in violation of any U.S. or Canadian export law or regulation.

12.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify OUR Operations and Technical departments.

12.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties unless otherwise stated.

12.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

12.5. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

12.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.7. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due to Us under this Agreement following Your breach of the “Fees and Payment” section.

12.8. Assignment. Neither party may assign any of its rights or obligations hereunder, 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 this Agreement in its entirety (including all Order Forms), 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 this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.9. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, this Agreement supersedes the terms of any online Master Subscription Agreement for OhMyGov Services electronically accepted by You. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a purchase order or in any of Your other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.