TERMS OF USE
Creator
These Terms of Service ("Agreement") apply to the solution and services provided by Solidify Ltd. (“Company”) to Talents who sign-up or validate their profile on Company’s Platform (“Talent”).By accessing or using the Platform, Talent hereby agrees to these Terms. Company may modify these terms at any time, at its sole discretion, in which case it shall post a prominent notice on the Platform or inform the Talent by email.
Last updated: January 1, 2023
Right to Use the Platform. Subject to the terms and conditions of this Agreement, Company hereby grants Talent and Talent accepts, a non-exclusive, non-sublicensable and non-transferable right to use the Platform internally for its intended purposes, and, once enabled, promote Offerings (defined below) of Advertisers (defined below), during the term of this Agreement. "Platform" means the Company’s online proprietary platform for management of Advertisers’ Offerings for Talents. All references herein to "Platform" shall also be deemed to include all related APIs and other features, code and technology made available by Company in connection therewith. Right to Use Data. Talent hereby grants Company with a non-exclusive, perpetual, irrevocable, royalty-free right to use all data provided by Talent or provided by Agency regarding Talent or called by Company from APIs of Talent’s social media and advertising accounts that Talent validated on the Platform. “Agency” means an agency of talents that Talent engaged for campaigns, influencer services or content creation. Restrictions. Except as expressly permitted herein, Talent shall not, directly or indirectly: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share the Platform or Talent’s account on the Platform with or to any third party; (ii) use or permit the Platform to be used in order to perform services for third parties, whether on a service bureau or time sharing basis or otherwise; (iii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Platform; (iv) use the Platform for purposes of competitive analysis or the development of a competing software product or service; (v) use the Platform in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Platform or use the Platform in order to provide services: (a) into (or to a resident of or corporation incorporated in) Cuba, Iran, Lebanon, Libya, North Korea, Sudan or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S., Israel or any foreign agency or authority. Talent agrees to the foregoing and warrant that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (vi) exceed any use limitations or other restrictions that are specified in the IO; (vii) contest Company’s Intellectual Property Rights (as defined below) to the Company IPR (as defined below); (viii) use the Platform for any purpose other than as permitted by this Agreement or attempt to access any part of the Platform or its servers without authorization or by unauthorized means; (ix) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform, such as features that restrict or monitor use of the Platform; (x) impersonate any third party; or (xi) cause or permit any third party to do any of the foregoing. Talent is solely responsible for acquiring and maintaining all of the hardware and software necessary to access and make use of the Platform.
Advertisers may create offerings on the Platform for certain achievements related to Advertiser’s applications, websites and content (e.g. install an application, purchase a product, play a certain amount of time, reach a certain level in a game, add a product to the shopping cart etc.) (“Offerings”). The Offerings will be allocated by the Platform to talents, including the Talent, who may promote such Offerings on social media and other platforms using a designated landing page. Once the achievement of an Offering promoted by the Talent is fulfilled by a user, the Talent will be entitled to the fee attached to such Offering and the Talent’s user shall be entitled to a certain incentive on the Platform. Offerings are not offers by the Company and Company does not endorse any Advertiser or its products or services, Company merely provides the Platform for the convenience of talents and Advertisers. “Advertiser” shall mean a third party advertiser who may engage the Talent for campaigns or content creation.Talent warrants and represents that: (i) all content used by it when promoting the Offerings (except for the Offering itself) is legal and does not infringe any rights of any third party; (ii) it will promote the Offerings only in legal forums, channels and platforms that do not include pornography, defamation, illegal content or infringement of intellectual property rights; (iii) it will not fulfill Offerings by fraud, personally or through friends and family; and (iv) it is authorized to provide all data provided herein and to permit Company to collect data from Talent’s accounts through APIs. All engagements between the Talent and an Agency shall be in accordance with a separate agreement executed directly between the Talent and such Agency and it is the Talent’s responsibility to comply therewith. If the Talent is associated with an Agency, Company may share with the Agency all performance data regarding Talent’s campaigns on the Platform.
In consideration for promoting the Offerings, Company shall pay Talents the fee that is attached to the fulfilled Offering, as presented on the Platform. Payment shall be made sixty (60) days after the date of Talent’s invoice, which may be issued only after the end of each month. The fees include all taxes, levies and charges, all of which shall be borne by the Talent. If Company is required to deduct or withhold any amount from payments to Talent, Company may deduct and withhold such amounts and the reduced amount shall be deemed as full payment herein.
Talent (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the Company (“Disclosing Party”) whether in tangible or intangible form (“Confidential Information”). Without derogating from the foregoing, the Platform and terms of the Agreement and the IO shall be deemed as Confidential Information of Company. Receiving Party may use the Confidential Information solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and that are bound by obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; and (ii) information that was already in the possession of the Receiving Party before disclosure herein.
All content provided or created by Advertiser, such as Offerings, shall be owned by Advertiser and may used by the Talent only in order to promote Offerings during the Term. Company or its licensors retain all right, title, interest in and to the Platform, Feedback and all related documentation and Confidential Information and any modifications, improvements and derivatives thereof and all intellectual property rights thereto ("Company IPR"). This Agreement does not convey to Talent an interest in or to any Company IPR but only the limited right to use the Platform pursuant to Section 1 above.
Talent may provide Company with feedback regarding the Platform and its use, including without limitation suggestions, ideas, bug notes and user experience reviews (collectively, “Feedback”). Company may, at no cost, freely use such Feedback, for any purpose whatsoever and Talent hereby assigns all right, title and interest in and to all Feedback to Company upon creation thereof.
Company’s privacy policy is available at: https://www.cakewalks.io/l/privacy-policy
Talent agrees to defend Company from and against any and all third party claims: (i) alleging that any content provided or used by Talent (except for the Offerings) or any channel, forum or platform on which Talent promotes the Offerings: (a) infringe the rights of any third party, including any intellectual property rights, (b) is illegal, violent, pornographic, obscene, defaming, misleading or promotes gambling or games of chance. Talent shall indemnify Company against any damages and losses finally awarded in judgment or settlement as a result of such claim, including reasonable attorney's fees.
THE PLATFORM IS PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM REMAINS WITH TALENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM.
EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION FOR THIRD PARTY INFRINGEMENT CLAIMS PURSUANT TO SECTION 8 ABOVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS (COLLECTIVELY, “AFFILIATES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION ANY LOSS OF BUSINESS, LOST PROFITS OR LOST OR DAMAGED DATA, SUFFERED BY ANY PERSON OR ENTITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY'S AND ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS ACTUALLY MADE TO COMPANY FOR THE PLATFORM DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
The term of this Agreement shall be from the first use of or registration/ account validation on the Platform by Talent and until either party notifies the other party of its election to terminate the Agreement by written notice (“Term”). Either party may terminate this Agreement upon thirty (30) days’ written notice in the event of a material breach by the other party or if the other party becomes insolvent or enters into any bankruptcy proceeding or a similar proceeding, unless the other party remedies such breach or cause within the notice period.Upon termination or expiration of this Agreement: (i) the rights granted to Talent under this Agreement shall expire and Talent shall discontinue all further use of the Platform. Company does not provide back-up services, however, to Talent’s convenience, Company shall retain Talent’s content that existed on the Platform at the time of expiration or termination for thirty (30) days following expiration or termination in order to enable the Talent to download such content; (ii) Talent shall pay in full all amounts due and owed to Company; and (iii) Talent shall, at Company's election, erase or return to Company all Confidential Information in its possession or under its control. Sections 1.2, 1.3 2-10, 11.3 and 12 shall survive any termination of this Agreement.
This Agreement shall be construed and governed by the laws of Israel, without regards to the conflict of law provisions therein. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the competent courts in Tel Aviv-Jaffa, Israel, and each party hereby submits itself to the exclusive jurisdiction of these courts. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement represents the entire agreement between Talent and Company regarding the subject matter herein and may be amended only by a written agreement of both parties. Company may collect, retain, use and transfer aggregate data regarding use of the Platform without any restrictions. To the extent any conflict arises between the terms and conditions of this Agreement and those contained in the IO, the terms and conditions contained in this Agreement shall prevail. The failure of either party to enforce any rights granted herein or to take action against the other party in the event of any breach herein shall not be deemed a waiver by that party. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Talent may not assign its rights or obligations under this Agreement without the prior written consent of Company. Company may assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets.
Advertisers
These Terms of Service ("Agreement") apply to the solution and services provided by Solidify Ltd. (“Company”) to advertisers who signed a written insertion order with Company (“Advertiser” and “IO”, respectively):
Last updated: January 1, 2023
Right to Use. Subject to the terms and conditions of this Agreement and the terms of the IO, Company hereby grants Advertiser and Advertiser accepts, a non-exclusive, non-sublicensable and non-transferable right to use the Platform internally for its intended purposes, and, once enabled, submit Offerings (defined below), during the applicable subscription term specified in the IO. "Platform" means the Company’s online proprietary platform for online campaigns for advertisers. All references herein to "Platform" shall also be deemed to include all related APIs and other features, code and technology made available by Company in connection therewith. Restrictions. Except as expressly permitted herein, Advertiser shall not, directly or indirectly: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share the Platform or Advertiser’s account on the Platform with or to any third party; (ii) use or permit the Platform to be used in order to perform services for third parties, whether on a service bureau or time sharing basis or otherwise; (iii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Platform; (iv) use the Platform for purposes of competitive analysis or the development of a competing software product or service; (v) use the Platform in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Platform or use the Platform in order to provide services: (a) into (or to a resident of or corporation incorporated in) Cuba, Iran, Lebanon, Libya, North Korea, Sudan or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S., Israel or any foreign agency or authority. Advertiser agrees to the foregoing and warrant that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (vi) exceed any use limitations or other restrictions that are specified in the IO; (vii) contest Company’s Intellectual Property Rights (as defined below) to the Company IPR (as defined below); (viii) use the Platform for any purpose other than as permitted by this Agreement or attempt to access any part of the Platform or its servers without authorization or by unauthorized means; (ix) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform, such as features that restrict or monitor use of the Platform; or (x) cause or permit any third party to do any of the foregoing. Advertiser is solely responsible for acquiring and maintaining all of the hardware and software necessary to access and make use of the Platform.
Advertiser may create offerings on the platform for certain achievements related to Advertiser’s applications, websites and content (e.g. install an application, purchase a product, play a certain amount of time, reach a certain level in a game, add a product to the shopping cart etc.) (“Offerings”). The Offerings will be allocated by the Platform to Talents, who may promote such Offerings on social media and other platforms using a designated landing page. Advertiser hereby grants Company, during the Term, a sublicensable license to all content included in its Offerings in order to make them available to Agencies and Talents as set forth herein. Company shall not be responsible for the acts or omissions of the Talents, but merely provides the Platform for the Advertiser’s and Talent’s convenience. Advertiser warrants and represents that it is authorized to provide to Company all of the information it provides. “Talent” shall mean a third party content creator or influencer who the Advertiser may engage for Offerings, campaigns or content creation.
The budget for Advertiser’s Offerings campaign shall be as set forth in the IO. The budget may be increased by mutual agreement in writing (approval by email will suffice). Advertiser shall allocate a price out of the budget for each fulfilled Offering and Company shall allocate such price between incentives to Talents, incentives to users and its own commission. Company may exceed the budget by up-to 15%, in which case Advertiser shall pay such excess in addition to the spend out of the agreed budget. Unless otherwise specified in the IO, all amounts invoiced herein shall be due and payable within thirty (30) days of the end of the month during which Company provided an invoice. All amounts payable under this Agreement are exclusive of all taxes and duties of any kind, all of which shall be borne by Advertiser. If Advertiser is required to withhold or deduct any amount from any payment under this Agreement, Advertiser shall gross-up the payment such that after the withholding or deduction Company shall receive full payment in the amount equal to the fees set forth in the IO. All payments not made when due shall bear interest at the rate of 1.5% per month, or at the highest interest rate allowed by law, whichever is lower.
Each party (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the other party (“Disclosing Party”) whether in tangible or intangible form (“Confidential Information”). Without derogating from the foregoing, the Platform and terms of the Agreement and the IO shall be deemed as Confidential Information of Company. Receiving Party may use the Confidential Information solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and that are bound by obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; (ii) information that was already in the possession of the Receiving Party before disclosure herein; and (iii) information disclosed to Receiving Party by any third party who is not subject to confidentiality restrictions. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information that it is required to disclose pursuant to applicable laws or an order of any competent authority or court, provided that Receiving Party shall, if permitted by law, notify Disclosing Party in advance of such disclosure in order to enable Disclosing Party to seek confidential treatment or a protective order.
Advertiser shall retain all rights to content included in its Offerings. Company or its licensors retain all right, title, interest in and to the Platform, Feedback and all related documentation and Confidential Information and any modifications, improvements and derivatives thereof and all intellectual property rights thereto ("Company IPR"). This Agreement does not convey to Advertiser an interest in or to any Company IPR but only the limited right to use the Platform pursuant to Section 1 above.
Advertiser may provide Company with feedback regarding the Platform and its use, including without limitation suggestions, ideas, bug notes and user experience reviews (collectively, “Feedback”). Company may, at no cost, freely use such Feedback, for any purpose whatsoever and Advertiser hereby assigns all right, title and interest in and to all Feedback to Company upon creation thereof.
Company’s privacy policy is available at: https://www.cakewalks.io/l/privacy-policy
Company agrees to defend Advertiser from and against any and all third party claims alleging that the Platform infringe any intellectual property rights of a third party. Company shall indemnify Advertiser against any damages and losses finally awarded in judgment or settlement as a result of such claim, including reasonable attorney's fees. It is hereby clarified that Company shall not have liability or responsibility for any Offerings or for content provided by Advertiser.Advertiser agrees to defend Company from and against any and all third party claims: (i) alleging that any content provided by Advertiser or that Advertiser’s advertised products or services: (a) infringe the rights of any third party, including any intellectual property rights, (b) are illegal, violent, pornographic, obscene, defaming, misleading or promotes gambling or games of chance. Advertiser shall indemnify Company against any damages and losses finally awarded in judgment or settlement as a result of such claim, including reasonable attorney's fees.Indemnifying party’s indemnification obligation shall be subject to the following: (i) indemnified party provides written notice of the claim to indemnifying party promptly after becoming aware thereof; (ii) indemnifying party has sole control of the defense and settlement of the claim; and (iii) indemnified party shall provide reasonable assistance in the defense at indemnifying party’s expense.
HE PLATFORM IS PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM REMAINS WITH ADVERTISER. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM. THE SUCCESS OF THE CAMPAIGN IS NOT GUARANTEED.
EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION FOR THIRD PARTY INFRINGEMENT CLAIMS PURSUANT TO SECTION 8 ABOVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS (COLLECTIVELY, “AFFILIATES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION ANY LOSS OF BUSINESS, LOST PROFITS OR LOST OR DAMAGED DATA, SUFFERED BY ANY PERSON OR ENTITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY'S AND ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS ACTUALLY MADE TO COMPANY FOR THE PLATFORM DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
The term of this Agreement shall be as set forth in the IO and may be terminated earlier in accordance with this Section (“Term”). Either party may terminate this Agreement upon thirty (30) days’ written notice in the event of a material breach by the other party or if the other party becomes insolvent or enters into any bankruptcy proceeding or a similar proceeding, unless the other party remedies such breach or cause within the notice period.Upon termination or expiration of this Agreement: (i) the rights granted to Advertiser under this Agreement shall expire and Advertiser shall discontinue all further use of the Platform. Company does not provide back-up services, however, to Advertiser’s convenience, Company shall retain Advertiser’s content that existed on the Platform at the time of expiration or termination for thirty (30) days following expiration or termination in order to enable the Advertiser to download such content; (ii) Advertiser shall pay in full all amounts due and owed to Company; and (iii) Advertiser shall, at Company's election, erase or return to Company all Confidential Information in its possession or under its control. Sections 1.2, 2-10, 11.3 and 12 shall survive any termination of this Agreement.
This Agreement shall be construed and governed by the laws of Israel, without regards to the conflict of law provisions therein. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the competent courts in Tel Aviv-Jaffa, Israel, and each party hereby submits itself to the exclusive jurisdiction of these courts. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement represents the entire agreement between Advertiser and Company regarding the subject matter herein and may be amended only by a written agreement of both parties. Company may collect, retain, use and transfer aggregate data regarding use of the Platform without any restrictions. To the extent any conflict arises between the terms and conditions of this Agreement and those contained in the IO, the terms and conditions contained in this Agreement shall prevail. The failure of either party to enforce any rights granted herein or to take action against the other party in the event of any breach herein shall not be deemed a waiver by that party. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Advertiser may not assign its rights or obligations under this Agreement without the prior written consent of Company. Company may assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets.