Navigate Your Future with Confidence

 OBERON – TERMS AND CONDITIONS

EFFECTIVE DATE: 24th April 2025

IMPORTANT NOTICE: YOUR USE OF THIS WEBSITE AND/OR THE OBERON SERVICE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS.

PLEASE READ THESE TERMS AND CONDITIONS (“TERMS“) CAREFULLY. These Terms govern your access to and use of the Oberon website (“Website“) and the Oberon service (“Service“). By accessing the Website, creating an Account, using the Service, or clicking any button to indicate your assent, You agree to be bound by these Terms. If You do not agree to all of these Terms, You must not access the Website or use the Service.

These Terms form a legally binding agreement between the entity or individual creating an Account and designated as the Administrator (“Account Holder” or “You” – which may be an individual, company, LLP, or any other legal entity) and Oberon Ireland with its principal place of business at Carlisle Offices, 51 Bracken Road, Sandyford Industrial Estate, Dublin 18, D18CV48 (“Oberon“, “We“, “Us“, or “Our“).

1. Key Definitions (Capitalised terms used herein shall have the meanings set forth in this Section or as defined elsewhere in these Terms)

• “Account”: The primary online account established by the Account Holder to access, configure, manage the Service, its Users, and billing.
• “Account Holder”: The legal entity or individual who registers for the Service, manages the Account and Authorised Users, and is responsible for payment of Fees.
• “Administrator”: The individual(s) designated by the Account Holder with authority to manage the Account, Users, and Data within the Service.
• “AI Features”: Specific functionalities within the Service utilizing artificial intelligence or machine learning models to process Input and generate Output.
• “Applicable Data Protection Law”: The General Data Protection Regulation (EU) 2016/679 (EU GDPR), the UK General Data Protection Regulation (UK GDPR), the UK Data Protection Act 2018, the Irish Data Protection Act 2018, and any other applicable laws relating to Personal Data processing and privacy.
• “Applicable Law”: The substantive laws of Ireland.
• “Authorised User” / “User”: An individual authorised by the Account Holder via the Account to access and use the Service.
• “Client Data” / “Account Data” / “Data”: All electronic data, information, documents, files, text, images, or other materials submitted to, stored on, processed by, or collected through the Service by or on behalf of the Account Holder or its Users. This includes, without limitation, information relating to the Account Holder’s own clients, business operations, financial records, and communications.
• “Confidential Information”: All non-public information disclosed by one party to the other, designated as confidential or reasonably understood as such, including Account Data (subject to Section 5.3), non-public aspects of the Service, technology, pricing, and business processes.
• “Data Controller” / “Data Processor”: Roles as defined under Applicable Data Protection Law. Typically, the Account Holder is the Controller of Account Data, and Oberon is the Processor.
• “DPA”: The Data Processing Addendum incorporated by reference into these Terms.
• “Feedback”: Any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided regarding the Service.
• “Fees”: Charges payable by the Account Holder for access to and use of the Service, typically based on usage metrics outlined on the Website or applicable pricing schedule.
• “Force Majeure Event”: An event beyond a party’s reasonable control, as defined in Section 13.7.
• “Input”: Any data, text, prompts, queries, documents, or other information submitted by a User to an AI Feature.
• “Intellectual Property Rights (IPR)”: All past, present, and future rights including copyrights, trademarks, patents, trade secrets, database rights, and other proprietary rights.
• “Output”: Any prediction, response, suggestion, summary, draft text, analysis, or other content generated by an AI Feature based on User Input.
• “Personal Data”: Any information relating to an identified or identifiable natural person, as defined under Applicable Data Protection Law.
• “Processing / Process”: Any operation performed on Personal Data, as defined under Applicable Data Protection Law.
• “Service(s)”: The Oberon software platform provided by Oberon, accessed online via the Website or applications, including all associated features, functionalities, software components, updates, enhancements, and standard technical support.
• “Terms”: These Terms and Conditions, incorporating the DPA and Privacy Policy.
• “User Contributions”: Certain content such as document templates, AI prompts, workflows, configurations, or contributions to shared knowledge bases created, uploaded, or shared via the Service, as defined in Section 5.3(c).
• “Website”: The Oberon website located at [Your Website URL – Insert URL of Oberon Website Here].

2. Licence Grant and Use Restrictions

• 2.1 Licence Grant: Subject to these Terms and payment of all applicable Fees, Oberon grants the Account Holder a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for its Authorised Users to access and use the Service during the term for which Fees are paid, solely via Oberon’s designated platform(s) and solely for the Account Holder’s internal business purposes. This is a licence, not a sale of the software or Service.
• 2.2 Scope of Use: Use is restricted to the Account Holder and its Authorised Users, subject to any usage limits associated with the paid Fees. “Internal business purposes” means managing the Account Holder’s operations facilitated by the Service.
• 2.3 Authorised Users: Access is limited to Authorised Users managed by the Account Holder’s Administrator(s). Each User needs unique credentials, kept confidential and not shared. The Account Holder bears full responsibility for User compliance and actions under their credentials, whether authorised or not.
• 2.4 Restrictions (Prohibited Uses): You and Your Authorised Users MUST NOT:
  • Sell, resell, license, sublicense, rent, lease, distribute, or otherwise make the Service available to any third party.
  • Attempt to modify, reverse engineer, decompile, disassemble, adapt, translate, or otherwise attempt to discover or derive the source code, underlying ideas, algorithms, structure, or organization of the Service or any part thereof, except as expressly permitted by mandatory law.
  • Create derivative works based on the Service.
  • Use the Service to store, transmit, or process any data or material that is unlawful, illegal, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable. You bear sole responsibility for the lawfulness and appropriateness of all Data entered.
  • Use the Service in any manner that infringes upon or violates the Intellectual Property Rights or other rights of any third party.
  • Upload, transmit, or distribute any viruses, worms, Trojan horses, malware, spyware, or any other malicious or destructive code.
  • Attempt to gain unauthorized access to the Service, its related systems or networks, or any data contained therein, other than the Account Data the Account Holder is authorized to access.
  • Interfere with, disrupt, or degrade the performance, integrity, or security of the Service or the data contained therein.
  • Use the Service for the purpose of developing a competing product or service, or for any other competitive analysis or benchmarking purposes.
  • Remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed on or in the Service or documentation.
  • Use any automated system (robots, spiders, scrapers etc.) excessively or in a manner that disrupts the Service, except where explicitly permitted via designated APIs.
  • Violation of these restrictions may result in immediate suspension or termination of access to the Service and potential legal action.

3. Service Access, Fees, and Payment

• 3.1 Account Registration: You must provide accurate and complete information when registering for an Account. You are responsible for maintaining the confidentiality of Account credentials.  

   

   

   

   

   

• 3.2 Fees: Account Holder agrees to pay all Fees associated with the use of the Service, based on the pricing and usage metrics specified on the Website or other applicable schedule. Fees are payable in the currency specified. All Fees are non-refundable, except as required by law or expressly stated herein. Fees are typically billed in advance or arrears based on usage, as detailed in the pricing schedule.
• 3.3 Payment Terms: Fees are due according to the billing cycle specified (e.g., monthly usage). Payment must be made via the methods accepted by Oberon (e.g., credit card, direct debit). Invoices, if applicable, are due upon receipt or within a specified period.
• 3.4 Non-Payment and Suspension: Late payments will incur interest at a specified rate (e.g., 1.5% per month or the maximum rate permitted by law, whichever is lower). OBERON RESERVES THE RIGHT TO SUSPEND OR TERMINATE YOUR AND YOUR AUTHORISED USERS’ ACCESS TO THE SERVICE IMMEDIATELY AND WITHOUT NOTICE IF FEES ARE NOT PAID WHEN DUE. Oberon may, but is not obligated to, provide a brief grace period or warning before suspension. Reinstatement of service may require payment of all outstanding Fees, interest, and potentially a reactivation fee. You remain liable for all Fees accrued during any period of suspension. The Account Holder is responsible for all reasonable costs incurred by Oberon in collecting any late payments or interest, including legal fees.
• 3.5 Taxes: All stated Fees are exclusive of taxes. Account Holder is responsible for paying all applicable taxes (VAT, sales, use, withholding etc.), excluding only taxes based on Oberon’s net income.
• 3.6 Fee Changes: Oberon reserves the right to modify the Fees and pricing structure for the Service at any time. Changes will be effective upon posting to the Website or providing notice to the Account Holder (e.g., via email or in-Service notification). Continued use of the Service after Fee changes take effect constitutes acceptance of the new Fees.

4. Oberon’s Rights: Service Modification, Suspension, and Termination

• 4.1 Service Modification: Oberon reserves the right to modify, update, enhance, or discontinue features or functionalities of the Service at its sole discretion, at any time, with or without notice, although We will endeavour to provide notice of material changes. Oberon shall not be liable to You or any third party for any modification, suspension, or discontinuation of the Service, in whole or in part.
• 4.2 Suspension of Service: In addition to suspension for non-payment (Section 3.4), Oberon may suspend access (whole or part) immediately and without notice for:
  • Scheduled Maintenance (where practicable, notice will be provided).
  • Urgent security threats, system integrity issues, or to prevent harm.
  • Reasonable belief of a breach of these Terms, including Use Restrictions.
  • Legal requirement or governmental order.
  • Excessive or abusive use impacting infrastructure.
  • Oberon will aim to restore access promptly once the underlying issue is resolved but is under no obligation to do so if termination is warranted. Suspension does not relieve payment obligations.
• 4.3 Termination by Oberon: Oberon may terminate Your access to the Service and this Agreement immediately upon notice for any reason, including, but not limited to:
  • Non-payment of Fees.
  • Any breach of these Terms, particularly Section 2.4 (Restrictions).
  • Violation of IPR, illegal activities using the Service, compromising Service security.
  • Account Holder insolvency or similar proceedings.
  • Discontinuation of the Service generally.
  • For any other reason, or no reason, at Oberon’s sole discretion.
• 4.4 Termination by Account Holder: You may terminate Your use of the Service at any time by ceasing use and closing Your Account via the designated process. Termination does not entitle You to any refund of prepaid Fees.
• 4.5 Effect of Termination: Upon termination/expiration for any reason:
  • All rights and licenses granted to You cease immediately.
  • You must cease all use of the Service.
  • Any outstanding Fees become immediately due and payable.
  • No refunds will be provided.
  • Each party returns/destroys the other’s Confidential Information (subject to Section 6.8).
  • Account Data handling governed by Section 6 (Data Protection).

5. Intellectual Property Rights (IPR)

• 5.1 Service IPR Ownership: Oberon (and its licensors) exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the Service, the underlying software, algorithms, technology, documentation, Website content, platform design, “look and feel,” aggregate/anonymised data derived from Service usage (as defined in 5.3(b)), and any modifications, enhancements, or derivative works thereof created by or for Oberon. These Terms grant a limited license, not ownership. The Oberon name, logo, and product names are Oberon’s trademarks; no right or license is granted to use them separately.
• 5.2 Account Data Ownership: As between Oberon and Account Holder, the Account Holder exclusively owns all right, title, and interest in and to all Account Data entered by the Account Holder or its Users. Oberon claims no ownership rights over Your specific Account Data in its original, identifiable form.
• 5.3 Licence Grant to Oberon for Account Data and User Contributions (IMPORTANT – PLEASE READ CAREFULLY):
  • (a) Service Provision: You grant Oberon and its necessary service providers a worldwide, royalty-free, non-exclusive license to host, copy, transmit, process, store, display, and otherwise use Account Data solely to the extent necessary to provide, maintain, secure, support, and troubleshoot the Service for You in accordance with these Terms and the DPA. Oberon will NOT use identifiable Account Data submitted by You or Your Users (which is not otherwise publicly available or part of a User Contribution as defined below) to train its general artificial intelligence models.
  • (b) Anonymised Data for Service Improvement: You grant Oberon a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive licence to create, use, copy, process, analyse, modify, aggregate, and anonymise Account Data and data regarding Your and Your Users’ use of the Service to generate statistics, analytics, and insights provided that such resulting data does not identify the Account Holder, Authorised Users, or any individual data subjects. Oberon may use such anonymised and aggregated data for its business purposes, including but not limited to, improving, testing, developing, and enhancing the Service and Oberon’s other current and future products and services, conducting research, and ensuring security and compliance.
  • (c) User Contributions (Templates, Prompts, Knowledge Base): The Service may allow You or Your Users to create, upload, or share certain content such as document templates, AI prompts, workflows, configurations, or contributions to shared knowledge bases (“User Contributions“). To the extent You or Your Users create or share User Contributions intended for use by other Oberon users or the broader user community (e.g., by saving a template to a shared library, submitting a prompt for general use, or adding to a public knowledge base):
    • You retain ownership of the original underlying content within Your User Contributions.
    • You grant Oberon a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive licence to use, copy, modify, adapt, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise exploit such User Contributions (and any IPR therein) in connection with operating, improving, promoting, and providing the Service and related services to You and other users. This includes the right for Oberon to generalise, anonymise (where applicable), and make such User Contributions available to other Service users.
    • You represent and warrant that You have all necessary rights, licences, consents, and permissions to provide the User Contributions and grant the licence above without infringing any third-party rights or violating any laws. You further warrant that User Contributions submitted for sharing do not contain Your or any third party’s Confidential Information that You do not have the right to disclose and license as described. Oberon has the right, but not the obligation, to review, screen, or remove any User Contributions at its discretion.
• 5.4 Feedback: Any Feedback You provide is non-confidential. You grant Oberon a perpetual, irrevocable, worldwide, royalty-free, transferable license to use and exploit Feedback for any purpose without obligation or compensation.
• 5.5 AI Output Ownership: As between Oberon and Account Holder, Account Holder owns the specific Output generated directly from their Input via AI Features during use. Oberon retains all ownership of underlying AI models, algorithms, and the Service itself.
• 5.6 Branding: Neither party may use the other’s trademarks without prior written consent. Oberon may identify Account Holder as a customer, subject to Your prior written approval.

6. Data Protection, Privacy, and Security

• 6.1 Compliance: Both parties agree to comply with their respective obligations under Applicable Data Protection Law.
• 6.2 Roles: For Processing Personal Data within Account Data, Account Holder is the Data Controller, Oberon is the Data Processor. Oberon processes only on Account Holder’s documented instructions (these Terms, DPA, lawful use of Service).
• 6.3 DPA: Processing governed by the Data Processing Addendum (DPA), available at [Link to DPA – Insert Link Here], incorporated herein by reference. The DPA details processing activities and Article 28 GDPR obligations.
• 6.4 Oberon’s Processor Obligations: Oberon commits to standard GDPR processor obligations as detailed in the DPA, including: processing only on instruction; implementing appropriate TOMs; ensuring personnel confidentiality; assisting with data subject rights (potentially for a fee); assisting with compliance obligations; breach notification; managing sub-processors per GDPR; providing compliance information/audit rights (subject to DPA terms, potentially met by SOC 2 etc.).
• 6.5 Account Holder’s Controller Obligations: Account Holder warrants lawful basis for all Account Data Processing via the Service (including for granting the licence in Section 5.3). Account Holder is solely responsible for: accuracy/legality of Data; lawfulness of instructions; secure User management; compliant configuration/use; not submitting prohibited data categories unless explicitly agreed; promptly notifying Oberon of suspected breaches.
• 6.6 Data Location/Transfers: Primary storage/processing in EEA/UK. Transfers outside use valid GDPR mechanisms (details in DPA).
• 6.7 Data Security: Oberon maintains security program with administrative, physical, technical safeguards (encryption, access controls etc.). Absolute security not guaranteed.
• 6.8 Data Return/Deletion: Post-termination, Account Data may be available for export for a limited period (e.g., 30 days) subject to payment of outstanding fees. Thereafter, Oberon securely deletes/anonymises Account Data as per DPA/retention policies, unless legally required to retain or subject to the licences in 5.3(b) or 5.3(c).
• 6.9 Privacy Policy: Oberon’s collection/use of Account Holder representative/User Personal Data governed by Oberon’s Privacy Policy at [Link to Privacy Policy – Insert Link Here].

7. Artificial Intelligence (AI) Features

• 7.1 Scope: Governs AI Feature use, supplementing other Terms.
• 7.2 Use: Users submit Input, receive Output. Purpose is assistance. Use must comply with law and Terms.
• 7.3 Account Holder Responsibilities:
  • Input Responsibility: Solely responsible for Input legality, rights, consents; warrants Input is non-infringing, lawful, free of malicious code, and that You have rights to grant licences under Section 5.3.
  • Output Verification (CRUCIAL): AI Output may be inaccurate/flawed. Account Holder/Users SOLELY responsible for reviewing, verifying Output accuracy, suitability, legality BEFORE reliance or use. Output is NOT legal or professional advice.
  • Mandatory Human Review: MUST ensure qualified human review/approval of Output before critical use. AI assists, not replaces, judgment.
  • Decision-Making: Solely responsible for decisions/actions based on AI use/Output.
• 7.4 Data Usage for AI Features: Governed by the licences granted in Section 5.3. Identifiable Input Data will not be used for general AI model training unless part of a User Contribution licensed under 5.3(c). Anonymised usage data may be used per 5.3(b).
• 7.5 AI Output Disclaimers:
  • AI FEATURES AND OUTPUT PROVIDED “AS IS” AND “AS AVAILABLE”.
  • OBERON EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING OUTPUT ACCURACY, RELIABILITY, SUITABILITY, NON-INFRINGEMENT, FITNESS FOR PURPOSE.
  • WARNING: Output may be inaccurate, biased, offensive. Use at YOUR SOLE RISK.
• 7.6 AI Liability Limitation: Refer to Section 10. Liability for damages from reliance on inaccurate Output or AI failure explicitly excluded to maximum extent permitted by law.
• 7.7 AI Availability/Modification: No guarantee of availability. Oberon may modify/suspend/discontinue AI Features. Not liable for AI downtime.
• 7.8 Third-Party AI Models: Use of third-party models governed by DPA/sub-processor terms.

8. Confidentiality

• 8.1 Definition: As per Section 1. Account Data is Account Holder’s Confidential Information (subject to licence in 5.3). Non-public Service aspects are Oberon’s Confidential Information.
• 8.2 Mutual Obligations: Protect Confidential Information with reasonable care (at least same as own).
• 8.3 Use/Disclosure Restrictions: Use only for Term scope; disclose only to Representatives with need-to-know and bound by confidentiality. Responsible for Representative breaches.
• 8.4 Exclusions: Standard exclusions (already known, public domain, third party, independent development).
• 8.5 Compelled Disclosure: Provide notice if legally required to disclose (if allowed); disclose minimum necessary.
• 8.6 Term: Survive termination for 5 years; perpetually for trade secrets.

9. Warranties and Disclaimers

• 9.1 Limited Service Warranty: Oberon warrants Service performs materially per documentation during paid term under normal use. Sole remedy: Oberon’s option of (a) commercially reasonable efforts to correct, or (b) terminate and refund pro-rata prepaid unused Fees for the specific period of non-conformance.
• 9.2 DISCLAIMER OF WARRANTIES: EXCEPT FOR LIMITED WARRANTY ABOVE, THE SERVICE, WEBSITE, AI FEATURES, OUTPUT, DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. OBERON EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS DISCLAIMER MUST BE CONSPICUOUS.
• 9.3 SPECIFIC DISCLAIMERS: OBERON DOES NOT WARRANT: UNINTERRUPTED/ERROR-FREE SERVICE; MEETING REQUIREMENTS; ACCURACY/RELIABILITY OF RESULTS (INC. AI OUTPUT); CORRECTION OF ERRORS; FREEDOM FROM VIRUSES. NOT RESPONSIBLE FOR INTERNET ISSUES.

10. Limitation of Liability (LoL)

• 10.1 EXCLUSION OF INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR PROCUREMENT COSTS ARISING FROM THESE TERMS OR SERVICE USE/INABILITY TO USE, REGARDLESS OF LEGAL THEORY.
• 10.2 CAP ON DIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR LIABILITIES EXCLUDED IN 10.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE ACCOUNT HOLDER TO OBERON UNDER THESE TERMS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.
• 10.3 EXCLUSIONS FROM LIMITATIONS: Nothing limits/excludes liability for:
  • Death or personal injury caused by negligence.
  • Fraud or fraudulent misrepresentation.
  • Account Holder’s Fee payment obligations.
  • Liabilities arising from a party’s indemnification obligations under Section 11 specifically concerning third-party claims finally awarded by a court.
  • Any liability not limitable/excludable by Applicable Law.
• 10.4 REASONABLENESS: Parties agree limitations are reasonable and integral to pricing.

11. Indemnification

• 11.1 Provider Indemnification: Oberon defends Account Holder against third-party claims that authorised Service use (excluding Account Data, non-Oberon items, AI Output, User Contributions) infringes third-party IPR (“IP Claim”). Pays finally awarded damages/costs or approved settlement. Conditions: prompt notice, Oberon sole control, reasonable assistance. No liability if claim arises from: modification, combination, violation of Terms, AI Output use, User Contributions. Oberon’s options: procure rights, modify/replace, or terminate and refund. Sole remedy for IP Claims.
• 11.2 Account Holder Indemnification: Account Holder defends Oberon against third-party claims arising from: (a) Account Data (infringement, privacy violation, illegality, breach of warranty in 5.3); (b) User Contributions (infringement, violation of rights/laws, breach of warranty in 5.3(c)); (c) Misuse of Service; (d) Breach of Terms; (e) User actions. Pays finally awarded damages/costs or approved settlement.
• 11.3 Procedures: Standard indemnification procedures (prompt notice, sole control, cooperation).

12. Governing Law and Dispute Resolution

• 12.1 Governing Law: Governed by and construed under the laws of Ireland.
• 12.2 Jurisdiction: Parties irrevocably agree to the exclusive jurisdiction of the courts of Ireland.
• 12.3 Dispute Resolution: Attempt amicable negotiation (30 days). May consider mediation before litigation.
• 12.4 Equitable Relief: Either party may seek injunctive relief.

13. Miscellaneous Provisions

• 13.1 Entire Agreement: These Terms (inc. DPA, Privacy Policy, pricing schedule) are the entire agreement.
• 13.2 Amendments: OBERON RESERVES THE RIGHT TO AMEND THESE TERMS AT ANY TIME.Amendments will be effective upon posting the updated Terms on the Website or providing notice (email/in-Service). YOUR CONTINUED USE OF THE WEBSITE OR SERVICE AFTER AMENDMENTS ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THE AMENDED TERMS. You are responsible for regularly reviewing the Terms. If You disagree with amendments, Your sole remedy is to stop using the Service and close Your Account.
• 13.3 Notices: Written notices via email, post, or in-Service notification. Notices to Oberon at specified contact; notices to Account Holder via Account details.
• 13.4 Waiver: No waiver by delay. Waiver of one default not waiver of others.
• 13.5 Severability (“Blue Pencil Clause”): If any provision is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified by the court and interpreted so as best to accomplish theobjectives of the original provision to the fullest extent permitted by law, or severed if modification is not possible, and the remaining provisions shall remain in full force and effect.  

   

   

   

   

   

• 13.6 Assignment: Account Holder cannot assign without Oberon’s prior written consent. Oberon MAY assign without consent (merger, acquisition etc.).
• 13.7 Force Majeure: Neither party liable for failure/delay (excl. payment) due to causes beyond reasonable control (acts of God, war, terror, pandemic, strikes, power/network failures, governmental acts) (“Force Majeure Event“). Affected party gives notice, uses reasonable efforts to resume.
• 13.8 Relationship: Independent contractors.
• 13.9 Third-Party Beneficiaries: None, except indemnified parties.
• 13.10 Survival: Provisions intended to survive do (Confidentiality, IPR, Fees, Disclaimers, LoL, Indemnity, Governing Law, Data Handling, Misc.).
• 13.11 Headings: For convenience only.