Atriis Terms of Service
Last updated: November 30, 2023
These Terms of Service (the “Agreement”) constitute a binding agreement between Atriis Technologies Ltd., 14 Halamish St., Caesarea, 3079896 Israel, including as applicable its Affiliates (“Atriis”) and the customer identified in the applicable Order Form, including as applicable the customer’s Affiliates (collectively, the “Subscriber”).
By executing any Order Form (as defined below) that references this Agreement, the terms of this Agreement become effective and binding between the parties.
1. Definitions
“Affiliates” means any entity that 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.
“Atriis Platform” or “Platform” means the Atriis Platform as defined in the Documentation for the sale, purchase booking and post-selling actions of travel products and any updates and upgrades thereto (to the extent delivered).
“Beta Services” means Atriis services or functionality that may be made available to the Subscriber to try at its option at no additional charge. Such services or functionality will be clearly designated as beta, pilot, limited release, non-production, preview, or by a similar description.
“Booking”means an individual reservation entry processed / booked by or through the Atriis Platform.
“Consulting Services” means all consulting services provided by Atriis that are ordered by the Subscriber on an Order Form including inter alia programme management, training development, bespoke development of the Services, and bespoke development of Content. For the provision of the Consulting Services, Atriis shall be entitled to receive from the Subscriber the additional consulting services fee set forth in the Order Form.
“Content” means any and all information (including, but not limited to, prices, text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos and interactive features) provided, viewed, displayed, accessible or otherwise made available via any of the Services from a third-party source (including Subscribers and End-Users) that are not owned or controlled by Atriis. Such third parties may include third party websites and services; and Atriis’ partners and customers.
“Corporate User” means the contracted corporate and leisure clients of the Subscriber.
“Data Processing Agreement” or “DPA” means the agreement between the parties available here that shall address the compliance obligations imposed upon the parties pursuant to the applicable Data Protection Laws and Regulations.
“Data Protection Laws and Regulations” shall have the meaning set out in the Data Processing Agreement.
“Direct Marketplace”means that portion of the Platform and associated Content that allows Subscribers (buyers) to buy travel products from another Subscriber, currently through a dedicated inventory instance called a Remote Office ID (OID) or Pseudo City Code (PCC) that may be configured on the buying Subscriber’s portal and be used as if it were the buying Subscriber’s own OID/PCC. The payment due and other terms for such purchases are determined by the party providing the Remote OID/PCC (seller) and will be agreed between the parties (buyer and seller). The dedicated Atriis Trip fees and the other terms related to the Direct Marketplace like Look 2 Book (ratio between searches and bookings) are determined by Atriis on the Order Form.
“Documentation” means the documentation relating to the Services, its usage guides and policies, as updated from time to time, accessible via ZenDesk.
“Effective Date” means the date the applicable Order Form is validly executed by the parties.
“End-User” means an individual who is authorised by a Subscriber to use the Services and Content for whom the Subscriber has purchased a subscription, and to whom the Subscriber has supplied a user identification and password. End-Users may include for example the Subscriber’s employees, agents, contractors, and consultants, and employees, agents, contractors, and consultants of the Subscriber’s Corporate Users.
“Feedback” means suggestions, comments, or feedback (whether orally or in writing) with respect to the Platform or the Services.
“GDS”means a Global Distribution System operated by a company that enables automated transactions between travel service providers and travel management companies.
“Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or embodied in all: (i) inventions (regardless of patentability and whether or not reduced to practice), improvements thereto, patents, patent applications, patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and re-examinations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, derivations and combinations thereof, including goodwill associated therewith, and applications, registrations, and renewals in connection therewith; (iii) any work of authorship, regardless of copyrightable, copyrightable works, copyrights (including droit morale), and applications, registrations and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in connection therewith; (v) trade secrets and Confidential Information; and (vi) other proprietary rights and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments thereof, in whatever form or medium.
“Global Marketplace” means that portion of the Platform and associated Content that allows End-Users to buy travel products from authorised sellers. The payment due for such purchases and the other terms of such purchases are determined by the seller of such products, and the End-User buying such products. A Subscriber may also allow its Corporate Users to access the Global Marketplace.
“Marketplaces” means Global Marketplace and/or Direct Marketplace.
“Marketplace Trip”means a single travel related component or service made by an End-User as all or part of a Trip.
“Order Form” means the ordering document specifying the Services to be provided that is entered into between Atriis and the Subscriber, including any addenda or supplements thereto.
“Personal Data” shall have the meaning set out in the Data Processing Agreement. Read more.
“Recipient” means a third party to which Atriis or Atriis’ affiliates transfer Personal Data pursuant to the instructions of the Subscriber, or pursuant to instructions of Subscriber’s Corporate Users or End-Users. The current list of Recipients is available here.
“Services” means the services that are ordered by the Subscriber under an Order Form and made available online by Atriis. “Services” includes the use of and access to the Platform, Atriis Marketplace, Global Marketplace, and Consulting Services from desktop computers or from handheld electronic devices.
“Trip” means a single travel related component or series of travels related components and/or services, each identified by a trip number and processed by the Platform and Services with respect to a specific travel arrangement. A Trip is counted and charged per Traveller, can include any type of Trip, i.e., online, offline, Marketplace, imported and any number of products (flights, hotels, cars, rail, ground transportation, manual quotes, etc.).
2. The Services
2.1 Subject to the terms of this Agreement and the applicable Order Forms, Atriis will provide the
2.2 Subscriber with the Services, which shall be provided on a subscription basis, through the Atriis Platform, and provide access to the Content. The Services enable the Subscriber to subscribe to the Direct Marketplace and/or the Global Marketplace.
2.3 Beta Services. Atriis may from time to time make Beta Services available to the Subscriber at no charge. The Subscriber may choose to try such Beta Services or not in its sole discretion. Such Beta Services are for evaluation purposes only. Beta Services may be subject to a separate agreement. Beta Services are provided ON AN “AS–IS” AND ON AN “AS-AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR INTENDED OR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT.
3. Fees and Payments for Purchased Services
3.1 The Subscriber will pay all fees and payments as specified on the applicable Order Forms for the Services and any additional work provided to Subscriber (the “Fees”). The payment terms for the Fees are detailed in the Atriis Subscriber Payment Terms available here.
3.2 All Fees are exclusive of all taxes, duties, and similar governmental charges under applicable law.
Subscriber Use of Services and Content
3.3 Atriis shall provide Subscriber with login credentials to access the Services. Each End-User must have their own login, and Subscriber and its End-Users shall not share passwords or other login credentials with more than one person, or with any third party. The Subscriber may allow its End-Users to access and use the Service, solely on Subscriber’s behalf, provided that: (i) Subscriber’s End-Users are aware and compliant with the with the terms and conditions as provided on the Atriis website (www.atriis.com/terms) and as may be updated from time to time; (ii) Subscriber’s End-Users are bound by a non-disclosure agreement that is no less restrictive than the confidentiality obligations under the terms of this Agreement, and (iii) the Subscriber assumes full liability for any act or omission of its End-Users. The Subscriber shall notify Atriis if (1) any of its End-Users is no longer authorized to use the Services so that Atriis can cancel their credentials, and (2) any End-User believes their credentials may have been compromised. The Subscriber assumes full responsibility for the use of its login credentials. Subscriber shall notify Atriis promptly of any known or suspected unauthorized use of the Services.
3.4 The Subscriber will ensure that its agreements with its respective customers and clients with respect to the Services (including, without limitation, with Corporate Users) will contain limited warranties, disclaimers, limitation of liability provisions and indemnification obligations with respect to the use of the Platform and the Services no less stringent than those contained herein.
3.5 The Subscriber may use Services and Content only in accordance with this Agreement, the Documentation, Order Forms and applicable laws and regulations.
3.6 If Atriis believes that a Subscriber is using the Services in such a manner that may cause harm to Atriis or to any third-party, Atriis may, without derogating from Atriis’ right to terminate pursuant to section 10.3, suspend the Subscriber’s access to and use of the Services until such time as Atriis believes the threat of harm, or actual harm, has passed.
3.7 The Subscriber may rebrand the Platform and the relevant user interface by uploading its logo or brand name, provided that the term “Powered by Atriis” is visible on the respective user interface. It is the Subscriber’s responsibility to obtain appropriate registration or other legal protection for such logo or brand name as it requires. Subscriber represents and warrants that it has all right and title in such logo brand and such brand is and will not misappropriate or otherwise violate any third-party intellectual property or other rights. By uploading the respective logo or brand name, Subscriber grants to Atriis a worldwide, royalty-free, nonexclusive license during the term of this Agreement to display the respective logo or brand name on the Platform solely for the purpose of providing the Services in accordance with the Agreement.
4. Subscriber Data
4.1 Atriis collects, stores, and uses personal details of Subscriber’s End-Users and contact persons in accordance with Atriis’ privacy policy which is located here. To the extent that data delivered by Subscriber to Atriis, or that Atriis processes on Subscriber’s behalf, includes Personal Data about individuals who are in the European Economic Area, in the United Kingdom or California residents, then Atriis’ DPA, which is available here and serves as an integral part of this Agreement. Subscriber warrants that it will provide all necessary notices and, where applicable, secure all necessary consents or other lawful grounds, to facilitate Atriis’ use of any Personal Data provided by Subscriber and Subscriber’s Corporate Users and End-Users to Atriis, for the purposes under this Agreement, including, without limitation, the disclosure to Recipients.
4.2 Without derogating from the above, Subscriber hereby permits Atriis to transfer Personal Data to Recipients listed here, on Subscriber’s behalf as part of the provision of travel services to Subscriber’s Corporate Users and End-Users. Subscriber acknowledges that any Personal Data provided to such Recipients will be subject to the respective Recipients’ own privacy policy and privacy procedures, and that Atriis assumes no responsibility or liability for the Recipients’ processing of Personal Data.
5. Proprietary Rights and Licenses
5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, All rights, title and interest in and to the Services, the Content and the Platform, any improvements, enhancements or modifications thereto, and associated documentation, and Atriis’ Confidential Information are and will remain at all times, owned by, or licensed to Atriis. No rights are granted to the Subscriber other than as expressly set forth herein. Atriis reserves any and all rights not expressly granted in this Agreement.
5.2 Prohibited Use. The Subscriber will not, directly or indirectly, or allow any of its users to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform, the Services or any software, documentation or data related to the Services; modify, translate, or create derivative works based on the Platform or the Services; or use the Platform or the Services in violation of applicable laws or to create a competitive product.
5.3 Referencing the Subscriber. Atriis may use the Subscriber’s name and logo on its website and in its press releases and promotional materials to simply state that the Subscriber is a customer of Atriis and a user of the Services but will not imply that the parties are affiliated. Any other use of Subscriber’s name or logo by Atriis or any affiliate of Atriis will require Subscriber’s prior written consent. Notwithstanding the above, Atriis may use the Subscriber’s name and logo in communications made on the Platform and Services. Subscriber agrees to a mutual press release referring to the partnership between the Parties within 30 days after entering into this Agreement.
5.4 Service and Performance Data. The Services’ systems capture, and monitor metrics and other data related to Subscriber’s use of the Services (“Service and Performance Data”), draw insights and compile statistical and performance data from Subscriber’s data. Atriis may use and disclose Service and Performance Data and retains all rights, title and interest thereto. To the extent any Service and Performance Data is disclosed to third parties or other subscribers, such disclosure may only include personal data in an aggregate and non-identifiable form. Atriis may not identify Subscriber as the source of any Service and Performance Data without Subscriber’s prior written approval.
5.5 It is further agreed that to the extent Subscriber provides Atriis with Feedback, (including and Feedback provided by any Corporate User or any End-User) Subscriber acknowledges that any and all rights, including Intellectual Property Rights in such Feedback, shall belong exclusively to Atriis and that such shall be considered Atriis’ Confidential Information, and Subscriber hereby irrevocably and unconditionally transfers and assigns to Atriis all Intellectual Property Rights in such Feedback and waives any and all moral rights that Subscriber may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Atriis at its sole discretion.
6. Confidentiality
6.1 Definition of Confidential Information. “Confidential Information” means all 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. Atriis’ Confidential Information includes the Services and Content, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Atriis. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party and as proven by written records of Receiving Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information, as proven by written records of Receiving Party.
6.2 The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein, provided that, the Receiving Party shall be liable for any breach of the confidentiality obligations hereunder by such of its Affiliates’ employees and contractors.
6.3 Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. In addition, a party may reveal the existence and the terms of this Agreement without obtaining the Disclosing Party’s prior written consent in course of a due diligence process conducted by a third party in connection with a potential investment, acquisition of, merger with or other similar transaction involving such party.
6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the 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 that Confidential Information.
7. Limited Warranties
7.1 Atriis will use commercially reasonable efforts to operate the Services efficiently and available at all times in accordance with the Atriis Support and Service Level Agreement, which is available here. Atriis does not warrant that the Services will operate in an uninterrupted or error-free manner. If Atriis receives a notice of any failure or malfunction, or if Atriis identifies them by itself, Atriis will use commercially reasonable efforts to regain the Service’s full availability as soon as possible. Such incidents will not be considered a breach of this Agreement. If the Services are held to, or Atriis believes it is likely to be held to infringe a third party’s copyright, patent or trade secret, Atriis will have the right at Atriis’ sole discretion and expense to: (i) substitute or modify the Services, or any relevant portion thereof, so that it is non-infringing; (ii) obtain a license to continue using the Services; or (iii) if Atriis determines that the foregoing remedies are not reasonably available, then Atriis may require that the use of the (allegedly) infringing Services (or part thereof) shall cease and in such an event the Subscriber shall receive a prorated refund of any fees pre-paid for the unused portion of the subscription period. Except for any warranty specifically granted herein, the Services are provided “as-is” and “as-available”. To the maximum extent permitted by law, Atriis and its Content providers expressly disclaim any and all warranties, conditions, representations and guarantees with respect to the Services, whether express or implied, arising by law, custom, prior oral or written statements, or otherwise, including, without limitation, any warranty of merchantability, accuracy, completeness correctness, fitness for a particular purpose or non-infringement. No representation or other affirmation of fact, including, without limitation, statements regarding capacity or suitability for use or performance of Services, whether made by Atriis’ personnel or otherwise, which is not contained in this Agreement, will be deemed to be a warranty by Atriis for any purpose, or give rise to any liability of Atriis.
7.2 Subscriber is aware that the use of the Services enables Subscriber and any of its End-Users and Corporate Users to view, access, link to, and use Content. Atriis has no control over any Content and Atriis does not assume any responsibility for the Content. Atriis is not responsible for, and Atriis expressly disclaims all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights of, or relating to, any Content. Atriis does not endorse any advertising, promotions, campaigns, products, services, or other materials that are included in any Content or that is communicated to Subscriber, its Business End-Users, or its Users from a third-party source. By using the Service(s), Subscriber may be exposed to Content that is inaccurate, offensive, indecent, or objectionable. Subscriber is solely responsible and liable for its interaction with a third-party source and other subscribers. Atriis reserves the right (but is not obligated), at its sole discretion, to remove any Content that it may deem illegal or inappropriate, including but not limited to, items that infringe copyrights, trademarks, or other third-party rights.
8. Mutual Indemnification
8.1 Each party will indemnify, defend, and hold the other party harmless from and against any damages finally awarded against such other party by a court of competent jurisdiction, or paid in settlement, in connection with a third-party claim, suit or proceeding (“Claim”) directly resulting from the indemnifying party’s breach of its obligations under this Agreement. The indemnifying party will cover direct damages, costs and expenses, including reasonable attorneys’ fees incurred by the indemnified party in responding to a Claim. The indemnity obligation under this Agreement is subject to the following conditions: (i) the indemnified party notifies the indemnifying party in writing about a Claim, promptly after becoming aware of the Claim, and gives the indemnifying party the right to control and direct the investigation, preparation, defense, trial and settlement of the Claim; (ii) the indemnified party does not make any admission of liability, agreement or settlement in relation to the Claim without the prior written consent of the indemnifying party and the indemnity is made actionable upon a final decision of a competent court or a regulatory authority indicating the indemnifying party’s violations of the applicable law as the cause of the Claim, or subject to the explicit written agreement of the Parties; (iii) the indemnified party will fully cooperate with the indemnifying party in the defense, and settlement of the Claim, including by providing access to the indemnifying party and its professional advisors access to the indemnified party’s documents and records within the indemnified party’s power of control, for the purpose of assessing, defending and settling the Claim. A party’s indemnity obligation will not apply if the Claim was caused by: (i) acts or omissions of the other party, or the other party’s employees, directors, affiliates, partners, agents, contractors, or other third parties acting jointly or on behalf of the other party (“Representatives”); (ii) instructions provided by the other party’s Representatives; (iii) a willful, deliberate or malicious conduct by a third party not affiliated or controlled by either party.
9. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY IN CASE OF BREACH OF ANY OBLIGATION AS TO DATA SECURITY, INTERNATIONAL DATA TRANSFER AND PROCESSING SAFEGUARDS, CONFIDENTIALITY OR INDEMNIFICATION OR ANY MALICE ACT OR FRAUD.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ATRIIS TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED 30% OF THE TOTAL AMOUNT PAID BY THE SUBSCRIBER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
10. Term and Termination
10.1 Term of Agreement. This Agreement commences on the Effective Date and will continue to be in effect for the term of the Order Form, or if multiple Order Forms are in effect – until the last termination date of the applicable Order Form.
10.2 Term of Purchased Subscriptions. The term and renewal terms of each subscription shall be as specified in the applicable Order Form.
10.3 Termination. Either party may terminate this Agreement immediately if (a) the other party is in material breach of any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) calendar days of written notice thereof being provided by the party seeking to terminate, or (b) 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 which is not dismissed within 60 days. In the event the Agreement is terminated according to this section 10.3, all Order Forms are simultaneously terminated.
10.4 Refund or Payment upon Termination. If this Agreement is terminated by the Subscriber in accordance with section 10.3, Atriis will, in addition to any other remedy available to Subscriber, refund to the Subscriber any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Atriis in accordance with section 10.3, the Subscriber will pay any unpaid fees covering the remainder of the term on all Order Forms. In no event will termination relieve the Subscriber of its obligation to pay any fees to Atriis for the period prior to the effective date of termination.
10.5 Upon termination of this Agreement for any reason, all rights granted hereunder to the Subscriber shall immediately terminate, and the Subscriber, its End-Users and its Corporate Users shall cease all use of the Services.
10.6 Sections 5 (Proprietary Rights ad Licenses), 6 (Confidentiality), 7 (Representations, Warranties and Disclaimers), 8 (Mutual Indemnification) 9 (Limitation of Liability) and 12 (Governing Law and Jurisdiction) The parties’ rights and obligations, which by their nature would continue beyond the expiration or termination of this Agreement, including, but not limited to, those regarding indemnification, warranties and the protection of information, shall survive such expiration or termination of this Agreement.
11. Governing Law and Jurisdiction
This Agreement will be governed by the laws of Israel, without regard to its conflict of law rules. The exclusive jurisdiction for any dispute will be before the competent courts located in Tel Aviv, Israel.
12. General Provisions
12.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the parties. Neither party may make, or undertake, any commitments or obligations on behalf of the other.
12.2 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
12.3 Severability. This Agreement, together with the applicable Order Form and any appendix or schedule referenced therein, is the entire agreement between the parties and supersedes all prior agreements, arrangements, and communications, whether oral or written, with respect to the subject matter hereof. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be impaired thereby. In such an event, said provisions of this Agreement will not be impaired in any way thereby. In such an event, said provisions shall be changed and interpreted so as to best accomplish the objectives of the unenforceable or invalid provision within the terms of applicable law or court decisions. This Agreement may only be amended or modified by a written instrument executed by duly authorized representatives of the parties.
12.4 Assignment. This Agreement and any rights or obligations hereunder (a) may not be transferred or assigned by the Subscriber without the prior written consent of Atriis, but (b) may be transferred or assigned by Atriis. Subject to the foregoing conditions, this Agreement shall be binding upon and inure to the benefit of each party and its respective assigns. Any prohibited assignment shall be null and void.