Common use of Miscellaneous Clause in Contracts

Miscellaneous. 1. Neither party may assign any of its rights or obligations under this Agreement without the other party’s written consent. Sciendo may, however, assign all or any of its rights and obligations hereunder to a company or partnership that is dependent on Sciendo, that controls Sciendo or that is controlled by a company or partnership that controls Sciendo (the relation of dependence or control to be assessed according to the Polish Commercial Companies Code), unless such assignee is insolvent at the time of such assignment. 2. Changes of or supplements to this Agreement shall not be valid unless made in writing. The same rule shall apply to termination of this Agreement and any other notice that this Agreement requires to be given in writing. 3. This Agreement constitutes the full and complete statement of the agreement of the parties with respect to the subject matter hereof and supersedes any previous offers, agreements, understandings or communications, whether written or oral, relating to such subject matter. 4. Unless this Agreement expressly provides otherwise, Sciendo’s liability for its failure to provide the Services in accordance with this Agreement shall only arise where such failure is due to Sciendo’s intentional fault or gross negligence or that of a person for whom Sciendo is liable. 5. If any provision in this Agreement is held to be invalid or unenforceable, that provision shall be, inasmuch as possible, construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability. 6. This Agreement shall be governed by the laws of Poland, and any disputes arising out of this Agreement or related hereto shall be instituted in the Polish courts having jurisdiction over ▇▇▇▇▇▇▇’▇ registered office. 7. The parties’ obligations in respect of personal data protection are set out in Attachment No 1 to this Agreement.