Terms of Service

 Your use of the Temboo service is governed by this agreement (the "Terms"). "Temboo" means Temboo, Inc., located at 104 Franklin Street, New York, NY 10013, United States, and its subsidiaries or affiliates involved in providing the Temboo Services. The “Temboo Services” means the services Temboo makes available through this website and other channels, including this website, the Temboo application platform, the Temboo API, Temboo software development kits (SDKs), Temboo software libraries, and any other software or services offered by Temboo.

In order to use the Temboo Services, you must first agree to the Terms. You can agree to the Terms by actually using the Temboo Services. You understand and agree that Temboo will treat your use of the Temboo Services as acceptance of the Terms from that point onwards.

You may not use the Temboo Services if you are a person barred from receiving the Temboo Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Temboo Services, or international laws or treaties. You affirm that you are over the age of 13, as the Temboo Services are not intended for children under 13.  IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE TEMBOO SERVICES, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

You agree that your use or purchases of Temboo Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Temboo or any of its affiliates regarding future functionality or features.

You must provide accurate and complete registration information any time you register to use the Temboo Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Temboo immediately.

Your use of the Temboo Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

You agree not to (a) access (or attempt to access) the administrative interface of the Temboo Services by any means other than through the interface that is provided by Temboo in connection with the Temboo Services, unless you have been specifically allowed to do so in a separate agreement with Temboo, or (b) engage in any activity that interferes with or disrupts the Temboo Services (or the servers and networks which are connected to the Service).

You may use the Temboo Services only to develop and run Applications on the Temboo infrastructure. You may not access the Temboo Services for the purpose of bringing an intellectual property infringement claim against Temboo or for the purpose of creating a product or service competitive with the Temboo Services.

Your account may have usage limits, as further explained on the Temboo website or other documentation provided by Temboo.  The Temboo Services shall not permit you to exceed the hard usage limits. Temboo reserves the right to enforce soft usage limits in its sole discretion, which may result in Temboo serving a “quota exceeded” page to you or your end users (“End Users”). Repeated exceeding of the hard or soft usage limits may lead to termination of your account.

The Temboo Services shall be subject to the privacy policy for the Temboo Services available at https://temboo.com/privacy. You agree to the use of your data in accordance with Temboo's privacy policies.

You agree that you will protect the privacy and legal rights of the End Users of your Application. You must provide legally adequate privacy notice and protection for such End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Application and to Temboo.

The Content displayed and/or processed through your Application or other web site utilizing the Temboo Services shall not contain any of the following types of content:

(a.) Content that infringes a third party's rights (e.g., copyright) according to applicable law;

(b.) Excessively profane content;

(c.) Hate-related or violent content;

(d.) Content advocating racial or ethnic intolerance;

(e.) Content intended to advocate or advance computer hacking or cracking;

(f.) Gambling;

(g.) Other illegal activity, including without limitation illegal export of controlled substances or illegal software;

(h.) Drug paraphernalia;

(i.) Phishing;

(j.) Malicious content;

(k.) Other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights.

You may not and may not allow any third party, including your End Users, to:

(a.) Generate or facilitate unsolicited commercial email ("spam"). Such activity includes, but is not limited to:

i. sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law;

ii. imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam;

iii. data mining any web property (including Temboo) to find email addresses or other user account information;

iv. sending unauthorized mail via open, third-party servers;

v. sending emails to users who have requested to be removed from a mailing list;

vi. selling, exchanging or distributing to a third party the email addresses of any person without such person's knowing and continued consent to such disclosure; and

vii. sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship.

(b.) Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content

(c.) Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;

(d.) Conduct or forward pyramid schemes and the like;

(e.) Transmit content that may be harmful to minors;

(f.) Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email;

(g.) Illegally transmit another's intellectual property or other proprietary information without such owner's or licensor's permission;

(h.) Use the Temboo Services to violate the legal rights (such as rights of privacy and publicity) of others;

(i.) Promote or encourage illegal activity;

(j.) Interfere with other users' enjoyment of the Temboo Services;

(k.) Sell, trade, resell or otherwise exploit the Temboo Services for any unauthorized commercial purpose;

(l.) Modify, adapt, translate, or reverse engineer any portion of the Temboo Services;

(m.) Remove any copyright, trademark or other proprietary rights notices contained in or on the Temboo Services;

(n.) Reformat or frame any portion of the web pages that are part of the Temboo Services’ administration display;

(o.) Use the Temboo Services in connection with illegal peer-to-peer file sharing;

(p.) Display any content on the Temboo Services that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;

(q.) Modify the Temboo logo or any other Temboo Marks; or

(r.) Use the Temboo Services, or any interfaces provided with the Temboo Services, to access any Temboo product or service in a manner that violates the Terms or other terms and conditions for use of such Temboo product or service.

Subject to the Terms, the Temboo Services are provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at http:www.Temboo.com (or such URL as Temboo may provide).

For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in Temboo fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Temboo incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Temboo's measurements of your use of the Temboo Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Temboo and only in the form of credit for the Temboo Services. Nothing in these Terms obligates Temboo to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Temboo may be shared by Temboo with companies who work on Temboo's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Temboo and servicing your account. Temboo may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Temboo shall not be liable for any use or disclosure of such information by such third parties. Temboo reserves the right to discontinue the provision of the Temboo Services to you for any late payments.

Temboo may change its fees and payment policies for the Temboo Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Temboo may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Temboo Services in a manner intended to avoid incurring fees.

You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Temboo Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that you create using the Temboo Services and any source code written by you to be used with the Temboo Services (collectively, "Applications").

Temboo reserves the right (but shall have no obligation) to remove any or all Content from the Temboo Services. You agree to immediately take down any Content that violates the Terms, including pursuant to a take-down request from Temboo. In the event that you elect not to comply with a request from Temboo to take down certain Content, Temboo reserves the right to directly take down such Content or to disable Applications.

In the event that you become aware of any violation of the Terms by an End User of Applications, you shall immediately terminate such End Users' account on your Application. Temboo reserves the right to disable Applications in response to a violation or suspected violation of the Terms.

You agree that you are solely responsible for (and that Temboo has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Temboo Services and for the consequences of your actions (including any loss or damage which Temboo may suffer) by doing so.

You agree that Temboo has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.

You acknowledge and agree that Temboo (or Temboo's licensors) own all legal right, title and interest in and to the Temboo Services, including any intellectual property rights which relates to or subsists in the Temboo Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Except as provided in Section 8, Temboo acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Temboo Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Temboo, you agree that you are responsible for protecting and enforcing those rights and that Temboo has no obligation to do so on your behalf.

Temboo gives you a limited, personal, worldwide, revocable, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Temboo as part of the Temboo Services as provided to you by Temboo. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Temboo Services as provided by Temboo, in the manner permitted by the Terms.

You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Temboo Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Temboo, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Temboo Services or any Applications running on the Temboo Services.

Open source software licenses for components of the Temboo Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Temboo for the use of the components of the Temboo Services released under an open source license.

Temboo hereby grants you a limited, personal, revocable, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Temboo trademarks and logos expressly provided to you by Temboo for the sole purpose of promoting or advertising that you use the Temboo Services (the “Marks”). You agree that all goodwill generated through your use of the Temboo Marks shall inure to the benefit of Temboo. You shall not use any Temboo Mark to disparage Temboo, its products or services, or in a manner which, in Temboo’s reasonable judgment, may diminish or damage its goodwill in the Mark or imply endorsement by Temboo. You agree to cease all such uses upon written notification by Temboo. You agree not to take any action which might lead a third party to think that any Temboo’s Mark is owned by you, or which might adversely impact Temboo’s reputation. You shall at all times use the Temboo Marks in a manner consistent with trademark laws. You shall notify Temboo immediately of any improper, infringing, confusing or unauthorized use of Temboo’s Marks of which you become aware. You shall not alter the appearance of any Temboo Mark or obscure such Mark in any way. Changing the color, font, or proportions of any Temboo Mark is prohibited.

Temboo claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Temboo Services you give Temboo a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Temboo to provide you with the Temboo Services. Furthermore, by creating an Application through use of the Temboo Services, you give Temboo a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Temboo to provide you with the Temboo Services.

You may choose to or we may invite you to submit comments or ideas about the Temboo Services, including without limitation about how to improve the Temboo Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Temboo under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/ or to disclose the Idea on a non-confidential basis or otherwise to anyone.

You agree that Temboo may use your name, trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials (including case studies and as press references), customer lists, financial reports, the Temboo Services, and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Temboo Services. You agree to act as a customer reference for the Temboo Services and agree to respond reasonably to all such reference requests. You may revoke your consent and agreement to anything contained in this section 8.3 at anytime by contacting Temboo, including emailing privacy@temboo.com, and Temboo will confirm receipt of and abide by your request.

Temboo may make available through the Temboo Services additional features, functionality, and services offered by its third-party partners (“Add-ons”). Your use of Add-ons is subject to these Terms and to the applicable fees. You acknowledge for each Add-on you subscribe to or purchase through the Temboo Services, these Terms constitute a binding agreement between you and the third party licensor of that Add-on (“the Add-on Provider”) only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; Temboo is acting as agent for the Add-on Provider in providing each such Add-on to you; Temboo is not a party to the license between you and the Add-on Provider with respect to that Add-on; and Temboo is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Temboo and its affiliates are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that Temboo will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

By subscribing to or purchasing an Add-on, you grant Temboo permission to share your Application, Content, and user information with the Add-on Provider as necessary in order to provide you the Add-on.

The license granted to you to use any Add-on is personal to you, and is not sublicensable to your End Users. You may not provide or resell Add-ons to others.

Temboo may, and you grant us permission to, make recommendations via the Temboo Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the Temboo Services. We will never make recommendations directly to your End Users.

Temboo is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Temboo Services which Temboo provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Temboo Services will be effective with respect to all versions of the Temboo Services; examples of changes to the form and nature of the Temboo Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

 You may terminate these Terms at any time by canceling your account on the Temboo Services. You will not receive any refunds if you cancel your account.

You agree that Temboo, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Temboo Services may be without prior notice, and you agree that Temboo will not be liable to you or any third party for such termination.

You are solely responsible for exporting your Content and Application(s) from the Temboo Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).

Upon any termination of the Temboo Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT TEMBOO'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE TEMBOO SERVICES IS AT YOUR SOLE RISK AND THAT THE TEMBOO SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TEMBOO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE TEMBOO SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TEMBOO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE TEMBOO SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE TEMBOO SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE TEMBOO SERVICES WILL BE ACCURATE.

SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TEMBOO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

THE LIMITATIONS ON TEMBOO 'S LIABILITY TO YOU IN SECTION 12.1 ABOVE SHALL APPLY WHETHER OR NOT TEMBOO HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

You agree to hold harmless and indemnify Temboo, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Temboo and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Temboo Services, (c) your violation of applicable laws, rules or regulations in connection with the Temboo Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Temboo will provide you with written notice of such claim, suit or action.

You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). It is Temboo's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Temboo Services, please notify Temboo copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

(a.) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

(b.) Identification of the copyrighted work that you claim is being infringed;

(c.) Identification of the material that is claimed to be infringing and where it is located on the Temboo Services;

(d.) Information reasonably sufficient to permit Temboo to contact you, such as your address, telephone number, and e-mail address;

(e.) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

(f.) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

Temboo’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

Attention: Copyright Agent
Temboo, Inc.
104 Franklin Street
New York, NY 10013

Email: dmca [at] Temboo [dot] com

For clarity, only DMCA notices should go to the Temboo Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Temboo customer service through support [at] Temboo [dot] com.

The Temboo Services may include hyperlinks to other web sites or content or resources or email content. Temboo may have no control over any web sites or resources which are provided by companies or persons other than Temboo.

You acknowledge and agree that Temboo is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

You acknowledge and agree that Temboo is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Temboo may make changes to the Terms from time to time. When such changes are made, Temboo will make the updated Terms available on its website.

You understand and agree that if you use the Temboo Services after the date on which the Terms have changed, Temboo will treat your use as acceptance of the updated Terms.

The Terms constitute the whole legal agreement between you and Temboo and govern your use of the Temboo Services (but excluding any services which Temboo may provide to you under a separate written agreement), and completely replace any prior agreements between you and Temboo in relation to the Temboo Services.

There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

If Temboo provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

You agree that Temboo may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Temboo Services. By providing Temboo your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

You agree that if Temboo does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Temboo has the benefit of under any applicable law), this will not be taken to be a formal waiver of Temboo's rights and that those rights or remedies will still be available to Temboo.

Temboo shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

The Terms, and your relationship with Temboo under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Temboo agree to submit to the exclusive jurisdiction of the courts located within the county of New York, New York to resolve any legal matter arising from the Terms.

Neither party may assign any of its rights or obligations under these Terms, 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 the entirety of its rights and obligations under these Terms, 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 your use of the Temboo Services upon written notice to the assigning party.