Last Revised: November 30, 2020
") explains how you (the "User(s)
" or "you
") can use the Drupe mobile application (the "App
") and our website available at: https://www.getdrupe.com/
" and collectively with the App, the "Services
"), provided to you by Sync.Me Ltd. (the "Company
" or "us
You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
1.1. The App is aimed to make all your mobile interactions smart by putting people in the center of the experience. Using this App, your friends are just one swipe away, and the interaction becomes quick, intuitive, unified and accessible from anywhere, no matter in which context you are (home screen, lock screen or third party application).
1.2. As you start to swipe the contact you wish to interact with, the App will show the preferred applications to interact with that specific contact, based on the applications already installed on your device, and on various other inputs such as the previous methods you used to interact with such contact, such contact's availability to you via such applications, and other manual configurations by such contact. Accordingly, this may cause your and each User's experience to differ according to the applications installed and/or running on the respective User's device, and such User's interactions initiated via the App.
1.3. Certain options and features in the App are provided to you free-of-charge, while other options and features are available only when purchasing the Pro-Version of the App. In addition, the Pro-Version is free of ads. You can find descriptions and explanations of the options and features available to you only on the Pro-Version on the Services, and please note that the different features and the pricing may be changed from time to time at Company's sole discretion.1.4. Special Features:
The App may provide additional and special features, including, without limitation the following ones. For avoidance of doubt, the Company is not liable in case of discontinue of any specific feature.
· The Caller Identification Functionality
: The App may offer, depending on your territory and your operating system, a caller identification functionality feature that automatically identifies unknown and unsaved numbers and blocks spam calls (the "Caller Identification Functionality"). The Caller Identification Functionality identifies information and name related to a telephone number, regardless of such number being saved into the User's phone as an identified contact. Such information is based on statistical and algorithmic processing. For more information on this feature, please visit our Privacy Notice.
Users can also help us improve our Caller Identification Functionality by suggesting better name to a number, or mark it as spam, and by doing so helping other Users. However, other than the aggregate number of sources, we don't collect save, nor display, any information about the identity sources or network connection relating to your contacts (i.e. this means that once you provided your Contacts Information to the Company, we will not save the fact that any of these contacts have originated from you).
· The Recording Feature
: The App may also offer, depending on your territory and your operating system, a recording feature that allows you to record calls and other telephone communications that you participate in with specific contacts (the "Recording Feature
YOU WARRANT AND REPRESENT THAT PRIOR TO THE USE OF THE RECORDING FEATURE ALL DISCLOSURES NECESSARY OR ADVISABLE UNDER APPLICABLE LAW HAVE BEEN MADE TO PARTICIPANTS OF SUCH RECORDED CALLS OR OTHER TELEPHONE COMMUNICATIONS WITH RESPECT TO THE USE OF THE RECORDING FEATURE, AND ALL CONSENTS AND APPROVALS FOR THE RECORDING AS NECESSARY OR ADVISABLE UNDER APPLICABLE LAW, HAVE BEEN OBTAINED. YOU AGREE TO INFORM ALL SPECIFIC CONTACTS PARTICIPATING IN YOUR USE OF THE RECORDING FEATURE THAT THEY ARE OBLIGATED TO COMPLY WITH ALL APPLICABLE LAWS RELATING TO THEIR USE OF THE RECORDING FEATURE.
PLEASE NOTE THAT THE AFOREMENTIONED NOTIFICATION AND CONSENT REQUIREMENTS MAY VARY FROM STATE TO STATE, AND COUNTRY TO COUNTRY. YOU REPRESENT, COVENANT, AND WARRANT THAT (I) YOU WILL REVIEW ALL APPLICABLE LAWS, AND TO THE EXTENT REQUIRED, OBTAIN SUCH NEEDED LEGAL COUNSEL BEFORE YOU USE OR ALLOW OTHERS TO USE THE RECORDING FEATURE; AND (II) YOUR USE OF THE RECORDING FEATURE DOES NOT BREACH OR INFRINGE ON THE RIGHTS OF ANY THIRD PARTY, INCLUDING THE RIGHT FOR PRIVACY. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ANY AND ALL APPLICABLE LAWS IN CONNECTION WITH YOUR USE OF THE RECORDING FEATURE.
You may not, whether by yourself or anyone on your behalf:
3.2. interfere with or violate any other User's and/or any of your mobile contact's and/or any other third party's right to privacy or other rights, or harvest or collect personally identifiable information about other users of the Services (or any of their mobile contacts) without their express and informed consent, including by using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;
3.3. defame, abuse, harass, stalk, threaten and/or violate in any way the legal rights of others;
3.4. use, refer to and/or display the Services (or any part thereof) on and/or with respect to any good or service, which in itself and/or which contains any information or content that may be considered as abusive, harassing, threatening, inciting hatred, encouraging or facilitating anti-social behavior, promoting illegal drugs, the tobacco industry or the armaments industry, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable, offensive and/or violating in any way the legal rights of others, and/or where presence of the Services or any reference to Company and/or the Services might be perceived as damaging to Company's reputation and goodwill or actually bring Company into disrepute;
3.5. use the Services, whether directly or indirectly, in order to transmit, distribute, display or otherwise make available any content which may infringe third party rights, including Intellectual Property (as such term is defined below) rights and privacy rights, or which may contain any unlawful content;
3.6. circumvent, disable or otherwise interfere with security-related features of the Services or any part thereof or features that prevent or restrict use or copying of any Intellectual Property or that enforce limitations on use of the Services or any part thereof;
3.7. make the Services available over a network where it could be used by multiple devices owned or operated by different people at the same time;
3.8. impersonate any person or entity or provide false information on, through or in connection with the Services, whether directly or indirectly, and/or falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Company or any third party endorses you, your business, or any statement or use you make;
3.9. transmit or otherwise make available in connection with the Services, and/or directly or indirectly use the Services to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
3.10. interfere with or disrupt the operation of the App, or the servers or networks that host the Services or make the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
3.11. sell, license, or exploit for any commercial purposes any part, feature or use of the Services;
3.12. use the Services for and/or in connection with any form of spam, unsolicited mail, harassment, wire fraud or similar conduct;
3.13. create a database by systematically downloading, collecting and/or storing all or any of the contents and data generated and/or made available via the Services or in connection thereto (collectively, "Data"), or forward any such Data without the prior written consent of the Company;
3.14. bypass any measures which may be used to prevent or restrict access to the Services and/or certain functionalities therein and/or any Data;
3.15. use the Services or Data for any illegal, immoral or unauthorized purpose;
3.16. Remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Services;
3.17. use the Services and/or Data for non-personal or commercial purposes without Company's prior express written authorization; and/or
We respect your privacy and are committed to protect the personal information you share with us in connection with the Services. Our policy and practices are described in our Privacy Notice available at our website https://www.getdrupe.com/
Your use of the Services (or any part thereof) is dependent on the fact that, to the maximum extent permitted by law, you hereby represent, warrant and agree that:
6.3. You possess the knowledge and judgment necessary to decide whether to use the Services or otherwise interact with other Users of the Services;
6.4. You are solely responsible for complying with applicable laws regarding use of the Services, or any other interaction you make through or in connection with the Services, including, without limitation, the determination when you provide contact information to the Services for the Company to share it with other Users of the Services;
6.5. You will not rely on Company and fully understand that we do not provide any endorsement, support, representation or guarantee regarding the accuracy, reliability, truthfulness, legality or completeness of any information or content that may be available to you in connection with the App, including any Third Party Services; and
6.6. Company cannot and does not guarantee any specific outcomes from any use and/or interactions with other Users and/or other Third Party Services through or in connection with App, and you hereby assume all risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such interactions. Such risks may include, among others, misrepresentation of information about and/or by other Users and/or Third Party Services, charges applied by Third Party Services, breach of warranty and/or contract, violation of rights and any consequent claims.
6.7. If you provide us with personal information about someone else (as part of your Contact Information provided for the purpose of the Caller Identification Functionality, or otherwise), you confirm that they are aware that you have provided their data and that they consent (and continue to consent as long as you continue to provide this information to us) to our processing of their data for the purpose of providing the services.7. INTELLECTUAL PROPERTY RIGHTS
7.1. The Services, Company's proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, any inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, products, sounds, videos, designs (including the "look and feel" of the App and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, "Intellectual Property
"), are owned by and/or licensed to Company, and are subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions.
7.3. "Drupe" and all logos and other proprietary identifiers used by Company in connection with the App and/or Company ("Company Marks
") are all trademarks and/or trade names of Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on or with respect to the App, including those used as links to Third Party Services, belong to their respective owners ("Third Party Marks
"). No right, license, or interest to Company Marks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Company Marks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.
7.4. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Company and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the App, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any Company Marks.8. THIRD PARTY SERVICES
8.1. The App may enable access and/or include links to certain Third Party Services, including various mobile applications installed on the User's device. Such Third Party Services are not provided, endorsed, controlled or monitored by the Company, and the inclusion of any links or access to Third Party Services does not imply any endorsement by the Company of any such Third Party Services.
8.2. The Company shall not be responsible for the availability, usability or operability of any such Third Party Services, nor is responsible for the content, privacy maintenance, or any action taken by any third party or by any User through or in connection with any such Third Party Services.
9.1. The App includes certain third party software, files and components that are subject to open source and third party license terms ("Third Party Components
"), as listed under Exhibit A hereto ("Open Source Licenses
9.2. In addition, certain Open Source Licenses include a copyright notices ("Notices
9.3. The above statements are a general description of typical provisions contained in the Open Source Licenses. If you wish to receive more information related to this section, please send us an email to: firstname.lastname@example.org
.10. USAGE RULES
10.1. Since you may download the App from a third party platform, service provider or distributor (e.g. the Google Play store) ("Platform Provider") your download and use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App ("Usage Rules"). Please note that in such case, Usage Rules may apply, and it is your responsibility to determine which Usages Rules apply to your use of the App. You undertake to comply with all the applicable Platform Provider's Usage Rules. The terms of the Usage Rules may prevail any other Terms. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.
10.2. You acknowledge and agree that Platform Provider has no responsibility for the App or content thereof, nor does it have any obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of an App downloaded from a Platform Provider to conform to any applicable warranty, you may notify the Platform Provider, and such Platform Provider may refund the purchase price for the App to you; to the maximum extent permitted by applicable law, Platform Provider will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Company as provider of the App. You acknowledge that the Platform Provider is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Company as provider of the App.
10.3. When downloading the App from the Apple, Inc. ("Apple
(i) You acknowledge and agree that:
c. the license granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;
d. the Company is solely responsible for providing any maintenance and support services with respect to the App, and Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
e. The Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the Company's sole responsibility;
f. the Company, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation;
g. in the event of any third party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Apple shall not be responsible for the investigation defense, settlement and discharge of any such intellectual property infringement claim;
(ii) You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties
(iii) If you have any questions, complaints, or claims regarding the Service, please contact the Company at:
(as amended from time to time)11. CONFIDENTIALITY
You may have access to certain non-public or proprietary information and materials of the Company, whether in tangible or intangible form ("Confidential Information
You agree to comply fully with all applicable export laws and regulations to ensure that neither the Company's Services nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.13. CHANGES TO THE SERVICES
To the maximum extent permitted by law, the Company reserves the right to modify, correct, amend, enhance, improve, decide to provide for free or for fee, make any other changes to, impose limits on certain features, or discontinue, temporarily or permanently, the Services (or any part or functionality thereof) without notice, at any time, including based on the territory you are located in, your operating system or any other operational, technical or other reasons at its discretion. In addition, you hereby acknowledge that the functionalities included in the App may be changed, extended or reduced in terms of content and form or removed at any time without any notice to you. You agree that Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services (or any part or functionality thereof).14. DISCLAIMER AND WARRANTIES
14.1 THE APP IS PROVIDED TO YOU "AS IS" AND ON AN "AS AVAILABLE" BASIS. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APP OR OF ANY INFORMATION PROVIDED OR OTHERWISE DISSEMINATED IN CONNECTION WITH THE APP IS AT YOUR OWN RISK. THE COMPANY MAKES NO WARRANTY OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED IN CONNECTION WITH THE APP AND YOUR USE OF THE APP OR ANY INFORMATION PROVIDED OR OTHERWISE DISSEMINATED IN CONNECTION WITH THE APP (INCLUDING USER SUBMISSIONS), AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, COMPLETENESS, TITLE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES RESULTING FROM YOUR USE OF THE APP.
14.2 THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART OR FUNCTIONALITY THEREOF).
14.3 WHILE USING THE APP, YOU MAY LAUNCH AND INITIATE USE OF VARIOUS THIRD PARTY SERVICES AND APPLICATIONS, SUCH AS FOR MAKING CALLS, SENDING MESSAGES, UPLOADING AND RECEIVING DATA (COLLECTIVELY, "THIRD PARTY SERVICES"). NOTE THAT USE OF SUCH THIRD PARTY SERVICES MAY BE SUBJECT TO ADDITIONAL CHARGES (FOR EXAMPLE, BY YOUR MOBILE NETWORK OPERATOR AND/OR THE THIRD PARTIES PROVIDING SUCH SERVICES). WE HIGHLY RECOMMEND THAT YOU CONSIDER OBTAINING UNLIMITED CALLING, MESSAGING AND DATA PLANS BEFORE USING ANY SUCH THIRD PARTY SERVICES. IN ANY EVENT, WE SHALL NOT BE LIABLE FOR ANY CHARGES OR OTHER DUTIES OR LIMITATIONS HOWEVER IMPOSED ON YOU BY THIRD PARTIES. FOR MORE INFORMATION REGARDING THE CHARGES APPLICABLE TO YOU (IF ANY), PLEASE CONTACT YOUR SERVICE PROVIDERS.
14.4 THE COMPANY AND ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY, "COMPANY AFFILIATES
"), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, FEATURE, FUNCTIONALITY, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER'S USE OF THE SERVICES.
14.5 COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY SERVICES LINKED TO, LAUNCHED AND/OR OTHERWISE REFERENCED OR MADE AVAILABLE THROUGH THE SERVICES, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY INTERACTION BETWEEN YOU AND ANY THIRD PARTY SERVICES.
14.6 THE COMPANY DOES NOT AND CANNOT WARRANT THAT THE OPERATION OF THE SERVICES IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, BUGS, SECURITY BREACHES, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. THE COMPANY MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SERVICES AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT, FUNCTIONALITIES OR FEATURES WITHOUT ANY NOTICE TO YOU.
14.7 YOU AGREE THAT THE COMPANY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.
14.8 YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES, INCLUDING USE OF AND/OR RELIANCE ON ANY INTELLECTUAL PROPERTY, CONTENT AND/OR THIRD PARTY SERVICES AVAILABLE THROUGH THE SERVICES, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
14.9 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMNT, THE COMPANY MAKESS NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR INTELLECTUAL PROPERTY.
14.10 IT IS YOUR RESPONSIBILITY TO OBTAIN ANY AND ALL CONSENTS REQUIRED UNDER ANY APPLICABLE LAWS, AND YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE DULY OBTAINED SUCH CONSENTS NECESSARY FOR THE USE OF ANY INFORMATION PERTAINING TO OTHERS (INCLUDING YOUR MOBILE CONTACTS) THROUGH OR IN CONNECTION WITH THE APP (INCLUDING BY WAY OF INITIATING INTERACTIONS WITH ANY SUCH CONTACTS THROUGH THE APP), AND TO ADHERE TO ANY APPLICABLE STATE AND FEDERAL LAWS REGARDING SUCH INFORMATION.
14.11 Please note
: the Company is not in any way responsible for the conduct or behavior of Users who are using the App, nor for any Third Party Services (as defined below) which may be linked through the App and/or initiated thereby. To the maximum extent permitted by law, the Company shall not be responsible nor liable for any damage or loss that may result from your or any other Users' use of the App, and/or for any subsequent use of any Third Party Services. The Company does not in any way endorse any application, product, service, interaction or any content thereof, which may be used or otherwise connected by Users on, to and/or through the App and/or any Third Party Services.15. LIMITATION OF LIABILITY
SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR COMPANY'S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF COMPANY AND/OR ANY COMPANY AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITES AND/OR DAMAGES.
18.2. Additionally, the Company may at any time, at its sole discretion, cease the operation of the App or any part thereof, temporarily or permanently, or delete any information from the App or any Data without giving any prior notice or assuming any responsibility or liability to you or any third party.
19.3. The Company may assign its rights and obligations hereunder and/or transfer ownership rights and title in the App to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Company. Any attempted or actual assignment thereof without Company's prior explicit and written consent will be null and void.
19.5. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.