These Terms of Service (this “Agreement”) govern your access to and use of the Bearer* Service (defined below as “the Services”). If you register for a free trial, evaluation or free Services, the applicable provisions of this Agreement also govern your access to such Services.
You agree to the terms of this Agreement by accepting them or by using the Services.
“You” means you are accepting these Terms or Service on behalf of an entity you represent, or you are accepting the terms on behalf of yourself, individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms of Service, and you agree to these Terms of Service on behalf of that entity. If you do not have such authority, are under 18 years of age, or do not agree to the terms set forth in this Agreement, you must not use the Services. “Bearer", "we", "us" or “our” means the applicable Bearer contracting entity as specified in the Bearer Entity and Law and Jurisdiction’ section below.
Direct competitors of Bearer are prohibited from accessing or using the Services and the Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement is effective as of the date on which you accept it either by means of the Order Form or by utilizing the Services. The following also apply to your use of the Services:
Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our Services, including any material and data transmitted using the Services. The Acceptable Use Policy forms part of this Agreement.
Our Data Processing Addendum, which describes how we will process any personal data of those you authorized to use the Services. To the extent that we act as the data processor of any personal data of which you are the data controller, the Data Processing Addendum forms part of this Agreement.
Additionally, the following policies apply to your use of our website:
- Our Data Processing Addendum available upon request at firstname.lastname@example.org
Bearer provides Services aimed at managing the security and privacy risks related to code security. Bearer Services are subject to these ToS.
Capitalized terms, whether used in the singular or plural form, shall have the meaning provided hereinafter for the purposes of the Agreement:
"Account" means the customer account created for You by Bearer, which allows You to access the Services.
"Affiliate" means any Person which controls, is controlled by, or is under common control with a Party.
"Authorized Users" mean users authorized by the Customer to access and use the Platform, the Software and the Services, which may include - without limitation of the number of users - Customer's employees, Affiliates, Affiliates' employees and any third parties, subject to the compliance with the provisions of these ToS and the limitations set forth in the applicable Plan.
“APIs” means the APIs that You expose and/or consume within your source code.
“Component” means any Customer information technology system able to process data. It specifically includes applications, APIs, API Gateways, and databases.
"Confidential Information" means any information of a confidential nature that is communicated by the disclosing Party to the receiving Party or accessed by the receiving Party, communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and/or any information that by its form, nature, content or mode of transmission would, to a reasonable recipient, be deemed confidential or proprietary, including, without limitation, the Software and the Documentation.
"Customer Data" means the information, Personal Data, materials, records, and documents, including Confidential Information, regarding or pertaining to the Customer available in Customer Properties. It specifically includes all the data processed by Components that goes through the Platform.
"Customer Properties" or "Properties" means the Components on which You use the Services, which are owned by You.
“Dashboard” or “Cloud Platform” means the interface accessible on the Site developed, provided, and hosted by Bearer, which enables You and Your Authorized Users to access Your customer profile, to monitor the Services on Your Properties, and to view and modify Your Properties settings.
"Documentation" means the most current version of Bearer online documentation and/or guidelines published and made generally available on the Site.
“Order Form” means the signed form between the Parties referencing these Terms.
"Party/Parties" means the Customer, or Bearer, or both.
"Person" means a partnership, corporation, limited liability company, business trust, joint-stock company, trust, unincorporated association, joint venture, or other entity.
"Personal Data" means any information relating to an identified or identifiable person as defined by applicable data protection legislation.
"Platform" means the infrastructure provided and managed by Bearer, which enables You and Your Authorized Users to manage data security risks using our Software, including the Dashboard.
"Services" means the services provided by Bearer under these ToS as further described in appendix, including, the Platform.
“Source Code” means the first party code developed and maintained by the Customer
"Site" means the website www.bearer.com or any related website.
"Term" is defined in section 5.1.
"Users of Customer Properties" or "Properties' Users" means users handled by Customer Properties on which the Services are used.
2. Contractual documentation
The Agreement set forth herein, and on the attached exhibits and appendices, have been read carefully before execution. This Agreement, together with each applicable Order Form, sets forth the entire understanding of the Parties with respect to the subject matter hereof. This Agreement supersedes all existing agreements between the Customer and Bearer on the subject matter hereof, whether written or oral, and all such prior agreements are hereby terminated by mutual consent by the Parties. This Agreement and each Order Form may be amended, modified or supplemented only by written consent by an authorized representative of each Party.
This Agreement consists of the following documents, and in case of conflict between the provisions of such, shall be given precedence in the order listed below:
● Order form
● Main body of this Agreement
● Exhibit 1 – Service Level Agreement
● Exhibit 2 – Services description & pricing proposal
3.1. Account, Passwords, and Security of Account Information
In order to use the Services, Authorized Users must get invited to the platform and connect with their credentials or optionally use the Single-Sign On system of the Customer using their credentials (the “Account Information”).
The Account Information is personal and may only be used by You and/or Your Authorized Users. You and Your Authorized Users shall maintain the confidentiality of the Account Information and shall be solely responsible for all activities that occur under Your Account Information.
You shall notify Bearer immediately of any unauthorized use or loss of any Account Information or any other breach of security with respect to Your use and the Authorized Users' use of the Services.
Bearer may suspend Your access to the Services or terminate Your Account at any time if Bearer reasonably believes that such Account is used by an unauthorized user.
And 15 days after notifying the Customer remained without effect if the Account is being misused or if You create several Accounts to use the Services in a way to bypass the payment of the applicable fees, or if You have materially breached these ToS.
Customer shall hold Bearer harmless of any improper or unauthorized use of the Services resulting from any act or omission of Customer or Authorized User.
3.2. Bearer Services
Bearer Cloud Platform enables security teams to manage product and application security and privacy risks in their source code. This includes Bearer CLI, the free and open static code analysis scanning engine and rules to detect security risks, recipes to detect sensitive data types, and integrations with Customer Components such as GitHub, JIRA, and Slack.
Bearer never clones repositories or stores source code ever. Bearer processes metadata only.
Bearer’s infrastructure runs on Amazon Web Services (AWS). Bearer runs inside a private network, with strict access.
Bearer does not store user authentication data. All data is encrypted when in transit and at rest.
Bearer may process some Authorized Users’ personal data as a independent Controller; Being specified that, as part of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable from May 25, 2018 (hereinafter, “the European Data Protection Regulation”).
3.3 Services description and pricing
Bearer offers a variety of Services which are described in the Exhibit 3.
3.4 Bearer obligations
Bearer undertakes to perform the Services in accordance with the Agreement, within the stipulated deadlines and according to the professional rules, the principles of the profession, the regulations in force and the directives given by the Customer.
Bearer undertakes to allocate throughout the Term of the Agreement the resources, tools and/or staff necessary for the execution of the Services.
Bearer undertakes to:
- provide the Customer with technical advice and recommendations to optimize the Platforms' use.
- provide the Services and the access to the Platform in accordance with the attached SLAs.
- provide the maintenance of the Services in particular to adapt, improve existing functionalities, carry out preventive measure updates coveting security and performance and ensure that the Services complies with legal provisions and/or regulations that apply to the Services (at no extra cost)
- to inform Customer as soon as possible and by any means in the event that it becomes aware of : (i) any access or attempted access by unauthorized third parties, (ii) the introduction of malicious programs (iii) and/or non-compliance use of the information systems or hosting infrastructures used in the context of the Services.
- ensure that the processing of personal data complies with the applicable laws
4. Customer obligations
Customer undertakes to actively collaborate on a regular basis with Bearer for the Agreement to be properly executed. In order to deliver the Services in a timely and accurate manner, Bearer may need to rely on Customer for access to certain Customer hardware, software, systems, personnel and Customer Data. Customer agrees to communicate to Bearer all the existing documents and information in its possession reasonably requested by Bearer for proper execution of the Services.
5. Intellectual Property
5.1 Bearer pre-existing works
Bearer retains the property rights over its pre-existing works as well as of all or part of its materials, information, tools, methods, systems, equipment, hardware and software, documentation, data, databases, files of all types, made available to the Client within the framework of this Agreement, whether or not the latter are used by Bearer. Consequently, Customer will only have a right of access and use, strictly limited to the performance of these ToS as described in Article 5.3, for the elements made available by Bearer for the performance of these ToS.
For the avoidance of doubt, except as expressly provided in this Agreement, Your access and use to the Services does not convey any rights or ownership, either express or implied, in all or part of the Services.
5.2 Customer Data
You exclusively own all rights, title, and interest in and to all Customer Data which may include Authorized Users’ Personal Data. You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of, and obtaining permissions for all Customer Data. You will make sure that no sensitive data, such as personal health or financial information, is submitted to Bearer. You hereby grant to Bearer a non-exclusive, limited, non-transferable right, during the Term to store, host, reproduce and maintain Your Customer Data solely for purposes of making the Services available to You and increasing the performance of the Services. Customer Data shall be considered to be Confidential Information under the ToS.
5.3. License granted to You by Bearer
Subject to Your compliance with this Agreement and Your payment of the applicable fees, Bearer grants You (including any company of the group to which it belongs) and Your Authorized Users for the Term of the Agreement and solely for Customer's internal business purposes, a limited, non-transferable, non-sublicensable, non-exclusive right to (i) use the Platform to identify security and privacy weaknesses in your Source Code; (ii) access and use the Dashboard; (iii) access and reproduce the Documentation exclusively for the purposes of using the Services, Platform and Dashboard, in the scope of the Agreement, for the worldwide territory. This license should be strictly construed.
It is understood that any use exceeding the license granted above will be deemed a breach of the ToS. Any rights not expressly granted in this Agreement are expressly reserved by Bearer and/or its licensors.
Any usage of Bearer for Customer’s external business purposes, including but not only; (i) providing Bearer technology to non-Bearer Customers, (ii) exposing services offering similarities with Bearer; (iii) reselling Bearer’s technology, is strictly forbidden by this license. If you wish to provide such service, a license is required and shall be provided at the sole discretion of Bearer.
To the maximum extent permitted by law, Customer agrees that it will not modify, rent, lease, distribute, resell, prepare derivative works of, reverse engineer, reverse assemble, disassemble, or decompile the Platform, any object code generated by the Services or any part thereof, or otherwise attempt to discover any source code, modify the Platform in any manner or form, or use unauthorized or modified versions of the Platform, including (without limitation) for the purposes of building a similar or competitive product or Services (or contract with a third party to do so) or obtaining unauthorized access to the Services. In addition, You may not access or use the Services for any benchmarking or competitive purposes. You may not use the Services with any software, program, computer code, object code other than the Platform provided or agreed in writing by Bearer. You may not remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Platform.
5.5. Bearer intellectual property indemnification
Bearer warrants that all or part of the elements relating to the Services are not infringing a third party rights. Bearer warrants to the Customer the quiet enjoyment of the rights granted in Section 5.3.
Thus, Bearer represents and warrants to the Customer that:
- all or part of the elements relating to the Services and/or the Services are original in the meaning of the French Intellectual Property Code and are not infringing third parties rights and/or cannot lead to a claim based on counterfeiting or unfair competition ;
- it owns all the intellectual property rights allowing it to grant the above mentioned rights ;
- that it did not grant, even partially, rights relating to all or part of the elements of the Services on an exclusive basis to a third party ;
- it will not introduce within the Services, especially through computer maintenance, any reproduction or element that may infringe the rights granted hereby or jeopardize the use of the Services by the Customer in the scope defined hereby.
As a consequence, Bearer shall defend and hold harmless the Customer for any damage arising out of any condemnation and/or any damages sentenced by a court or defined in a settlement, directly resulting from a precontentious or contentious claim from a third party, pretending that all or part of the elements of the Services and/or the Services infringes an intellectual property right, provided Bearer be informed by written as soon as possible of this claim. Bearer undertakes to cooperate with the Customer in the scope of the defense or the amicable settlement of such claim.
If the Services were the subject of a claim, action, demand or a counterfeiting claim, Bearer may, at its choice, and at its exclusive costs:
- change the litigious component in order the Services are no longer infringing ;
- replace the litigious component by a non-infringing component, provided it has similar or superior performances than the litigious one;
- obtain the utilization rights in order that the Client may continue to exploit the Services as defined in the Agreement.
Failing that, and on written proof of Bearer demonstrating the reasons why none of the abovementioned solutions can be applied, the Customer will be authorized to terminate the Agreement in the conditions set forth in Section 5.2, without prejudice of any damages that the Customer would be entitled to claim. In this case, Bearer will proceed to the reimbursement of any amount paid in advance by the Customer. For the avoidance of doubt, the setting up of one of the above mentioned solution is not exclusive of the Bearer’s obligation to keep the Customer harmless in case of an effective condemnation.
Bearer undertakes to provide the Customer with up to 3 training sessions of 1 hour, whose cost is included in the price of the Agreement, upon request from the customer.
More specifically, the objective is to train the Authorized Users on the Platform, in order to enable them to discover the Platform and its functionalities.
7. Term and Termination
These ToS will commence on the date of signature of the Agreement between the Parties and will remain in force until You terminate Your Plan or the ToS in accordance with the conditions set out in the Order Form.
The Agreement will renew automatically every year if You have subscribed to a yearly plan (each, a "Renewal Term"), unless You give Bearer notice of Your intention not to renew at least thirty (30) days before the Renewal Term. The renewal charge will be equal to the fee in effect at the time of the renewal.
Either Party may terminate this Agreement for cause upon fifteen (15) days prior written notice via registered letter with acknowledgment of receipt send to the other Party if the other Party: (a) is in breach of its obligations under this Agreement; and (b) fails to cure the breach within such fifteen (15) day period. The Party that submitted the formal notice shall have the legal right, should it see fit, to terminate and cancel the Agreement without recourse to any further formalities, legal or otherwise; the terminating Party shall also have the right to pursue any compensation and damages to which it is entitled.
Termination will have no effect on Customer's obligation to pay for any Services rendered prior to the effective date of termination. Sections 5, 8, 11, 12, 13, 16 will survive for 10 years from any expiry or termination of these ToS.
Upon the termination of these ToS, including after a Trial Period, Customer will cease all use of the Services and Bearer will disable all portions of the Services for which Customer's usage rights have been terminated or which have expired.
8. Price and Payment
8.1. Fees and Payment.
The fees ("Fee(s)") applicable to each of the paid-Plans are available on the attached Order Form. Customer hereby agrees to pay the then-current Fees applicable at the Effective Date to the paid-Plans selected by the Customer for the provision of the Services.
If, during the Term, You purchase Services for additional Properties, the fee for the added Properties are described in Exhibit 3 and will be charged on a prorated basis.
You will pay all Fees applicable to the Services You selected to receive from Bearer.
You authorize Bearer to charge You using your selected payment method, for all applicable Fees.
All fees are payable 45 days from the invoice date.
Prices are exclusive of sales and use, or other similar tax and fees, which shall be separately stated on invoices. You are responsible for all tax obligations arising from Your actions.
8.3. Non-Payment and Suspension
In addition to Bearer's right to terminate the ToS if You fail to pay any applicable Fee, for any payment that is not paid within 45 days after the date of the applicable invoice, Bearer may require Customer to pay interest at the legally permissible rate, on all amounts not paid when due until such amounts are paid in full.
In case of termination of the Agreement, for any reason whatsoever, Bearer undertakes to do everything reasonably in its power to guarantee the Customer an effective and optimal transition of the Services, whether they are taken over by the Customer or assigned to a new service provider designated by the Customer and without discontinuity of the concerned Services.
To facilitate the recovery of the Services, Bearer undertakes to provide assistance to the Customer or to any third party service provider designated by the Customer, for setting up all technical means, materials and specific equipment required for the performance of the Services.
The aforementioned period may not last more than three (3) months from the requested date of termination.
To comply with this reversibility clause Bearer will assume the following obligations:
- systematically inform the Customer of any change that may affect the reversibility;
- return to the Customer, before the effective date of termination all the Customer's files, and all elements in its possession and belonging to the Customer, Bearer will not retain any copy thereof except for compulsory archiving for evidential or accounting purposes.
The reversibility services provided by Bearer are included in the financial conditions defined in the article 8 of this Agreement, and will not entail any additional cost to the Customer.
Bearer undertakes to deliver a reversibility plan to the Customer within 30 days following the Customer's request for support and no later than 30 days before the end of the Agreement for any reason whatsoever.
The Customer is authorized to conduct audits of Bearer, either by its own resources or through an auditor, with a notice period of 10 days. It may be required to audit the compliance of the Services with the Agreement, and any information enabling to ensure the financial, IT and legal security of the execution of the Services.
11. Warranties. Indemnification
Subject to Customer's compliance with the ToS and payment of all applicable Fees, Bearer represents and warrants that: the Services will be performed materially in accordance with the applicable Documentation, and the attached SLAs.
However, Bearer will have no obligations to You under this Section 7.1:
- if You:
- do not properly maintain all associated equipment, software, Internet access, and environmental conditions in accordance with these ToS, the Documentation and applicable industry standards;
- do not use software or equipment that is capable of supporting the Software and the Services;
- introduce other equipment or software creating an adverse impact on the Services.
- in case of defaults caused by You, Your Authorized Users or any other person operating under Your control.
While using the Services, You understand and agree that You should continue to use a reasonable degree of care when managing Your Properties to protect them against security threats, including (without limitation) by avoiding downloading any obviously malicious applications. You agree that the Services may be subject to limitations, delays, errors and other problems inherent to the use of the internet and electronic communications. Bearer is not responsible for any delays, delivery failures, or other damage resulting from such internet problems. In all instances,
Bearer will not violate any Intellectual Property Rights of third parties, confidential relationships, contractual obligations or laws.
You represent and warrant that:
- You are able to form a legally binding contract and, if You are entering into these ToS on a company's behalf, You have all necessary legal authority to bind Customer to these ToS;
- Your Customer Data will not contain any viruses, spyware, "Trojan horses," or other "malware" or harmful code or data, and will not cause injury to any person or damage to any property, including Bearer's Platform and Services;
- You have and will maintain all rights necessary to grant to Bearer the rights granted in these ToS, and by providing Your Customer Data to Bearer in accordance with the ToS, You will not violate any Intellectual Property Rights of third parties, confidential relationships, contractual obligations or laws.
11.3. Indemnification by Bearer
If it is established that Bearer has breached the warranty described in Section 11.1, Bearer may, at its option, (i) use reasonable efforts to cure the defect in the Services; (ii) replace the Services with Services that materially conform to the specifications in the Documentation or in the SLA; (iii) in the event Bearer cannot, after commercially practicable attempts to do so, achieve the remedies in (i) or (ii), Customer may terminate the subscription to the Services and Bearer will provide a refund of pre-paid, unused Fees calculated on a prorated basis as of the effective date of such termination.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BEARER WILL IN NO EVENT BE LIABLE FOR ANY INDIRECT DAMAGES ARISING FROM OR IN RELATION TO THE TOS OR THE SERVICES, HOWEVER CAUSED.
Each party is responsible for direct damages.
IN NO EVENT WILL THE PARTIES’ LIABILITY HEREUNDER EXCEEDS THE AMOUNT OF FEES EFFECTIVELY PAID BY CUSTOMER TO BEARER UNDER THE PAID-PLAN CONCERNED FOR THE TWELVE-MONTH PERIOD PRECEDING SUCH CLAIM.
Parties agree that when receiving or accessing Confidential Information from the disclosing Party, that the receiving Party shall hold it in confidence and shall not disclose or use such information except as expressly permitted under the ToS. The receiving Party shall maintain the disclosing Party's Confidential Information in confidence in compliance with the terms of these ToS and in the same manner as it treats its own proprietary and/or confidential information, which shall not be less than a reasonable standard of care, and the receiving Party shall use Confidential Information only for the purposes described in the ToS. Confidential Information may be disclosed to receiving Party's financial advisors, contractors and attorneys (the "Authorized Third Parties") only if they have a need-to know about it for the purposes described in these ToS. Before doing so, the receiving Party shall ensure that the Authorized Third Parties are required to protect the Confidential Information on terms consistent with these ToS and accept responsibility for each Authorized Third Party's use of Confidential Information.
The receiving Party shall be permitted to disclose Confidential Information in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law, regulation or court order, provided that the receiving Party shall, where reasonably possible, give the disclosing Party prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of the disclosing Party to obtain a protective order.
For the purposes of these ToS, Confidential Information shall exclude: (i) information which the receiving Party has been authorized in writing by the disclosing Party to disclose without restriction; (ii) information which the receiving Party can prove was rightfully in its possession or rightfully known to it prior to receipt of such information from the disclosing Party; (iii) information which was rightfully disclosed to the receiving Party by a third party without any breach of confidentiality obligations by the third party or the receiving Party; (iv) information which is part of or enters the public domain without any breach of the obligations of confidentiality by the receiving Party; and (v) information which the receiving Party can prove was independently developed without use or reference to the disclosing Party's Confidential Information.
The receiving Party agrees, upon request of the disclosing Party, to return to the disclosing Party all Confidential Information in its possession or certify the destruction thereof. The confidentiality obligation contained herein shall survive the termination of the ToS for five (5) years.
14. Anti-corruption clause
The Customer attaches particular importance to the fight against fraud and corruption and requires that any person or company in relation with the Customer adhere to the same principles and comply with the regulations in force.
Bearer guarantees that any person, whether natural or legal, acting on its behalf under this contract:
- will comply with any regulations aimed at fighting corruption;
- will not, by action or omission, do anything that would be likely to incur the liability of the Customer under the anti-corruption regulations;
- will establish and maintain its own anti-corruption policies and procedures if required by the regulations;
- will provide at its own costs, all necessary reasonable assistance to the Customer to respond to a request from a duly authorised authority relating to the fight against corruption.
Bearer hereby authorises the Customer to take all reasonable measures to monitor the Bearer's compliance with the obligations stipulated in this article.
Bearer undertakes to inform the Customer, without delay, of any element that may come to its attention and that may incur its liability under this article.
Any breach by Bearer of the provisions of this article shall be considered as a material breach authorising the Customer, if it sees it, to automatically terminate this Agreement, without Bearer being entitled to claim any compensation, and without prejudice to any other compensation that the Customer may claim for the damage suffered. This termination will be notified to Bearer by registered letter with acknowledgement of receipt.
15.1. Independent Contractors
The Parties expressly agree that the relationship between them is that of Customer-independent contractor. Nothing contained in these ToS will be construed or implied to create an agency, partnership or joint venture between the Parties.
15.2. Force Majeure
In case of a Force Majeure Event temporarily preventing a Party from performing its obligations, both Parties' performance of their obligations will be suspended without any liability incurred on either part.
As soon as an event of Force Majeure occurs, the Party that is unable to perform its obligations shall immediately notify the other Party. Should the Force Majeure Event last longer than thirty (30) consecutive days, and/or should the Force Majeure Event prevent a Party from performing its obligations permanently, either Party shall be entitled to terminate the ToS by sending notice (in accordance with Section 11) to the other with one (1) calendar month's notice.
The Parties expressly agree that cancellation of the Agreement by either Party under these circumstances shall not entitle either Party to request or demand payment of compensation or damages to the other Party.
For the purpose of this Section, the term "Force Majeure" shall apply to those circumstances normally recognized as such by the French law and jurisprudence on the day of its occurrence.
Bearer may give notice to You by posting a message on Your Dashboard or sending an electronic mail to Your e-mail address on record in Your Account.
You may give notice to Bearer by email sent to email@example.com or by mail sent at Bearer address.
Bearer shall not use and/or reproduce Customer’s name, logo and/or any elements in the association with the Customer as a commercial reference without the prior written authorization of the Customer, which shall be given for each use and each medium.
Bearer will maintain during the entire Term of this Agreement, at its own expense, a policy to insure all liabilities that may incur under the Agreement with a well-known and solvent insurance company.
At the Customer's first request, once per year, Bearer must provide the Customer with a certificate of insurance proving that it has subscribed to an appropriate policy under the terms of this Agreement.
15.6. Governing Law / Jurisdiction
This Agreement is governed by French law. All disputes arising from the interpretation or execution of this ToS, shall fall under the exclusive jurisdiction of the Paris Commercial Court.
This clause shall apply in all cases, even in the event of an injunction, warranty proceedings or multiple plaintiffs.
Each Party may not assign or otherwise transfer these ToS without the prior written consent of the other Party, which consent will not be unreasonably withheld or denied, and any attempt to assign any rights, duties or obligations which arise under these ToS without such consent shall be null and void. However, You may, without Bearer's consent, assign this Agreement to any Person or entity that is acquiring all or substantially all of Your assets or which is a successor by merger, consolidation, acquisition of stock or assets, or other business combination, other than by a direct competitor of Bearer. Bearer hereby already consents to such assignment, which shall as of principle take effect upon Customer notifying the assignment to Bearer.
15.8. Severability and Reformation
If any provision of these ToS is held to be invalid or unenforceable by arbitration or a court of competent jurisdiction, then the remaining provisions of these ToS will remain in full force and effect. Such invalid or unenforceable provision will be severed from these ToS with the remaining terms of the ToS to be automatically revised to best reflect the Parties' original intent.