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End User License Agreement
(Last modified on August 28, 2024)
1. Introduction, Acceptance, Definitions and Modifications
This license agreement (the “Agreement”) is for the use of the Alteryx Server Monitoring Tool (the “ASMT Product”) developed and owned by Compass Analytics Services Inc. (“Compass”). This Agreement is entered into between Compass and the entity (“Customer” or “you”) identified in the ASMT Product order form (the “Order Form”). This Agreement comes into effect on, and all the terms herein shall be deemed accepted by, the last date of signature of the Order Form. This Agreement and the Order Form are a legal and binding agreement between Compass and Customer.
The ASMT Product is owned and operated by Compass Analytics Services Inc., a Canadian corporation located in the province of Quebec, Canada with a registered office at 708-3635 Jean-Béraud Avenue, Laval, Québec, H7T 0G9, Canada. Where this Agreement refers to “Compass”, it may refer to Compass Analytics Services Inc. and / or its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors, and assigns (collectively “Representatives”), depending on the context. Any reference to “we”, “our”, or “us” in this Agreement shall also refer to Compass and / or its Representatives.
Additional definitions shall be made throughout this Agreement, but they will be recognizable as they will be capitalized, bolded and in quotation marks.
2. Contacting Us
If you have any questions about this Agreement, please contact legal@compassdata.ca. If you have any questions regarding the ASMT Product, please contact product@compassdata.ca.
3. License Grant
3.1 License Subject to the terms and conditions of this Agreement and the Order Form, Compass grants you a non-exclusive, personal, non-transferable license, without the right to sublicense, to access and use the ASMT Product for the Subscription Term (as defined below). The access rights associated with your license to the ASMT Product are not limited to a number of Users (as defined in Section 4 below), but correspond to your access rights to the third-party licenses described in the applicable Order Form.
3.2 Updates and Upgrades. All updates and upgrades to the ASMT Product shall be made available to you as they are generally made available to all of Compass’ customers.
4. Users
You are responsible for all use and misuse of the ASMT Product by your employees, contractors or consultants (collectively, the “Users”), or their breach of the terms of the Agreement, and you shall indemnify Compass for any damages, costs and expenses suffered as a result of such use, misuse or breach.
5. ASMT Product Support and Maintenance Services
Compass shall provide deployment services to Customer in connection with its initial access to the ASMT Product. Following deployment, Compass offers ASMT Product support in the form of email support and online ticketing (the “Support Services”). The Support Services are available from Monday to Friday, 9 am to 5 pm EST, excluding public holidays in the United States and Canada.
6. Customer Responsibilities
6.1 Third Party Licenses. In order to use the ASMT Product, you must maintain licenses to the third-party software identified in the applicable Order Form (including those third-party licenses that you must actively select). You must maintain such third-party licenses throughout the Subscription Term. If you do not maintain the third-party licenses identified in the applicable Order Form, you cannot use the ASMT Product and this Agreement will automatically terminate. For greater certainty, all fees associated with such third-party licenses are to be borne by Customer.
6.2 Security. It is your responsibility to (i) ensure the confidentiality of the Users’ user identifications and passwords; (ii) restrict and protect access to your equipment (hardware and software) required to access and use the ASMT Product; (iii) have and maintain in place Malicious Code protection software and security for all of your systems and data, including firewalls, passwords, physical security and access control policies. For the purpose of this Agreement, “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
6.3 Personal Data. You represent and warrant that (i) you will comply with all applicable data protection laws; and (ii) in accordance with all applicable data protection laws, you are authorized (having provided all necessary notices and obtained all necessary consents) to disclose any personal data (of Users or otherwise) that you disclose or otherwise provide to Compass.
7. Restrictions
Any right to use or exploit the ASMT Product not expressly licensed to you in this Agreement is strictly prohibited and all rights not expressly set out in this Agreement are reserved by Compass. You will take all reasonable measures to prevent the ASMT Product being accessed or used by anyone other than the Users. Except as provided herein, you may not (i) loan, rent, lease, transfer, convey, assign, sell or distribute the ASMT Product or grant sublicenses for the ASMT Product or any part thereof; (ii) modify, combine or distribute the ASMT Product (or any part thereof) with any other software or code in a manner which would subject the ASMT Product to open source license terms; (iii) use the ASMT Product to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material (including Customer Data, as defined below in Section 10) in violation of third party privacy rights; (iv) use the ASMT Product to store or transmit Malicious Code; (v) interfere with or disrupt the integrity or performance of the ASMT Product; (vi) copy, frame or mirror any part or content of the ASMT Product, other than copying or framing on your own intranets or otherwise for your own internal operational purposes; (vii) reverse engineer, decompile or disassemble the ASMT Product or attempt to gain unauthorized access to the ASMT Product or Compass’ systems or networks; (ix) modify the ASMT Product’s Computer Code (as defined below in Section 10.1); or (x) use or access the ASMT Product in order to build a competitive product or service, or copy any features, functions or graphics of the ASMT Product.
Any Customer conduct in violation of this Section 7 will lead to automatic termination of the ASMT Product license and this Agreement.
8. General Code of Conduct for Use of the ASMT Product
In addition to the more specific rules found elsewhere in this Agreement, by virtue of the license granted to you herein, you agree to:
- Not use the ASMT Product in any manner that in any way violates this Agreement, the Order Form or any other applicable Compass policy that is made available to you in writing;
- Not download or remove any content from the ASMT Product;
- Not harvest or scrape any content from the ASMT Product;
- Not use the ASMT Product in any manner that violates any intellectual property rights of Compass or any third party;
- Not: (1) take any action that imposes or may impose (as determined by Compass in its sole discretion) an unreasonable or disproportionately large load on Compass’ (or its third party providers’) infrastructure; (2) interfere, or attempt to interfere, with the proper functioning of the ASMT Product; or (3) bypass any measures Compass may use to prevent or restrict access to the ASMT Product or any element thereof.
- Not interfere with any third party’s use or enjoyment of the ASMT Product;
- Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, abusive, illegal, fraudulent, or harmful to any third party;
- Not attempt to do any of the foregoing prohibitions; and
- Use the ASMT Product in good faith, and in compliance with all applicable local, provincial or state, national, and international laws, as well as all standards of professional practice applicable to you.
9. ASMT Product Availability
Subject to service availability from Compass’ hosting providers, Compass will use reasonable commercial efforts to ensure that you have access to the ASMT Product at all times. Notwithstanding the foregoing, you acknowledge and agree that Compass may suspend your access to or use of the ASMT Product (i) for routine maintenance; (ii) if Compass detects fraud, a security breach or any other similar threat that causes, or that could cause, in Compass’ reasonable opinion, damage to the ASMT Product or any Customer Data; (iii) if Compass’ hosting providers suspend their services to Compass; (iv) if any of your licenses to the third-party software identified in the applicable Order Form lapse or terminate; or (v) if any of the third-party software identified in the applicable Order Form is not available, for any reason. Any suspension by Compass of the ASMT Product in application of this section shall not release you from your payment obligations under the Agreement. Compass will use commercially reasonable efforts to (a) minimize interruptions for routine maintenance and to schedule such maintenance at non-peak hours; and (b) in connection with point (ii) above, restore your access to the ASMT Product as soon as possible after the suspension. In addition, you acknowledge and agree that, as the ASMT Product is accessible via the internet, it is therefore subject to limitations, security vulnerabilities, delays and other problems inherent to the operation of the internet and other electronic communications and that Compass and/or its licensors will not be liable or responsible to you for any such delays, interruptions, security problems, delivery failures or other damage resulting from such problems.
10. Intellectual Property
10.1 Proprietary ASMT Product. You acknowledge that: (i) the ASMT Product contains proprietary and confidential information that is protected by applicable intellectual property and other laws; and (ii) Compass, its Representatives and/or third parties (via license or otherwise) own all rights, title, and interest in and to the ASMT Product and content that may be presented or accessed through the ASMT Product (with the exception of Customer Data, as defined and described below), including, without limitation, all Intellectual Property Rights therein and thereto. All rights not specifically granted under this Agreement are reserved to Compass and its licensors. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, any and all other proprietary rights and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide, whether registered or not.
The content, arrangement and layout of the ASMT Product, including, but not limited to, its trademarks, logos, layout, design, images, text (in the form of plain text, HTML or PDFs) and Computer Code are proprietary to Compass, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled, or otherwise used without the express permission of Compass or as permitted by this Agreement. Any unauthorized use of the content, arrangement or layout of the ASMT Product or its Computer Code, logos, layout, design, images, text or trademarks or any portion of or derivative works thereof, may violate civil or criminal laws, including, but not limited to, intellectual property laws, and Compass may take action accordingly.
The above paragraph further applies to third party property used as part of the ASMT Product, including, but not limited to, third party Computer Code. For the purposes of the present section, “Computer Code” includes, but is not limited to, source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.
10.2 Customer Data. Compass acknowledges and agrees that you own all rights, title and interest in and to Customer Data, including all Intellectual Property Rights related thereto. For the purpose of this Agreement, “Customer Data” means all the electronic data or information, regardless of the format, that is (i) submitted by you, entered or processed via the ASMT Product; or (ii) provided by you to Compass to be used in connection with the ASMT Product.
10.3 Feedback. If you choose to communicate to Compass (via any means) suggestions for improvements to the ASMT Product or any idea or proposal related to Compass or its businesses or properties (collectively, “Feedback”), Compass shall own all rights, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all rights, title, and interest in and to the Feedback to Compass and waive in favor of Compass, its successors and assigns all your moral rights in the Feedback and agree to provide Compass such assistance as Compass may require to document, perfect and maintain Compass’ rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Compass, you are not entitled to any compensation or reimbursement of any kind from Compass under any circumstances.
11. Fees and Payment
11.1 Fees. You must pay the relevant license fees and any other charges arising under this Agreement as stated in the applicable Order Form (the “Fees”).
11.2 Payment Terms. The payment terms are set out in the applicable Order Form. Notwithstanding Customer’s rights under articles 2125 through 2129 of the Civil Code of Quebec, which are hereby expressly waived by Customer, all Fees paid or payable under this Agreement are non-refundable. All payments must be made in the full amount, free of any deductions or withholdings, and without exercising any right of set-off.
11.3 Price Increase. Compass may not increase the license Fees for the ASMT Product more than once in any given calendar year. Compass will use commercially reasonable efforts to give you 60 days’ written notice prior to the end of your Subscription Term of any price increase that would affect the renewal of your license.
11.4 No Payment. If Compass has not received payment of the applicable Fees then, without prejudice to Compass’ other rights and obligations, Compass may suspend or terminate your license to the ASMT Product.
11.5 Interest. In addition to any other rights or remedies of Compass, any amount not paid by you when due shall bear interest at the rate that is the lesser of 1.5% per month or the maximum rate allowable by law.
11.6 Currency. The Fees shall be paid in the currency specified in the applicable Order Form and invoice.
11.7 Taxes. The Fees indicated in the applicable Order Form do not include applicable sales taxes. However, all applicable taxes will be included on Compass’ invoice and you shall be responsible for the payment of all such taxes.
12. Term and Termination
12.1 Subscription Term. This Agreement and the accompanying license of the ASMT Product comes into effect on the last date of signature of the Order Form and shall remain in effect for the period identified in the applicable Order Form (the “Subscription Term”). Any renewal of this Agreement shall be reflected by the parties’ signature of a new Order Form.
12.2 Termination. Each party may terminate this Agreement at any time: (i) if the other party fails to perform any of its obligations under this Agreement and such failure is not remedied within 30 days from written notice thereof having been given to such defaulting party; or (ii) upon written notice to the other party, if such other party takes, or is required by any person with proper authority to take, any of the following actions: (a) an assignment, composition or similar act for the benefit of creditors; (b) an attachment or receiving of assets; (c) the filing of a petition for bankruptcy, insolvency or relief of debtors or the institution of any proceedings relating to bankruptcy, insolvency or relief of debtors; (d) committing or threatening to commit any act of bankruptcy; or (e) a winding-up, liquidation or dissolution of the business pursuant to an order of a court of competent jurisdiction.
12.3 Effect of Termination. Upon termination of the Agreement:
- Compass shall be entitled to the payment of any remaining Fees accrued as of the date of termination;
- You must delete any and all Confidential Information in your possession; and
- You must delete all access to and all copies of the ASMT Product (including all copies of scripts and files related to the ASMT Product) from your devices or systems and confirm to Compass by email that this deletion is complete.
12.4 Audit Right. Compass reserves the right to audit, or to appoint a third party to audit, your compliance with the deletion obligation in Section 12.3(iii). Such audit shall be conducted during normal business hours. You agree to provide Compass, or its appointed auditor, with reasonable access to your premises, systems and records as necessary to verify that all copies of the ASMT Product have been deleted.
12.5 Recourse. The termination of this Agreement for any reason whatsoever will in no way affect Compass’ rights and recourse against Customer, at law or in equity, for damages for failure to discharge an obligation under this Agreement.
12.6 Survival. Sections 7, 10, 12.3-12.6, 13, 15 and 16 shall survive any termination of this Agreement.
13. Confidentiality
13.1 Use and Protection. You acknowledge that the ASMT Product contains Intellectual Property Rights and proprietary information (as described in Section 10 above) which is the exclusive and valuable property of Compass, its Representatives or its licensors (“Confidential Information”). You will not, without the prior written consent of Compass, use the Confidential Information other than in connection with your access or use of the ASMT Product. You will treat the Confidential Information as confidential to and as the property of Compass and take reasonable and customary precautions to protect the confidential nature of the Confidential Information and prevent disclosure of such Confidential Information to any such third party.
13.2 Limited Disclosure. You will not disclose Confidential Information to any third party, other than to your Users who have a need to know such Confidential Information for their use of the ASMT Product. Prior to disclosing Confidential Information to any User, you shall ensure that (i) such User is bound by confidentiality obligations that are substantially similar to those contained in this Agreement; and (ii) such User is made aware that all Confidential Information is the confidential and proprietary material of Compass, its Representatives or its licensors. You shall remain responsible to Compass for any disclosure or use of Confidential Information by your Users contrary to the provisions hereof.
13.3 Exception. The restrictions imposed by this Section 13 shall not apply to the disclosure of Confidential Information which (i) is now, or which hereafter, through no act or failure to act on your part, becomes generally known or available to the public without breach of this Agreement; (ii) is known to you at the time of disclosure of such Confidential Information, provided that you can satisfactorily demonstrate such prior knowledge by appropriate written records and provided that such knowledge was not gained from third parties through breach of confidentiality; (iii) is hereafter furnished to you in good faith by a third party without breach by such third party, either directly or indirectly, of an obligation of confidentiality to Compass; or (iv) is approved for such use or disclosure by written authorization of Compass.
13.4 Legal Disclosure. If you receive a request or are required by law to disclose all or any part of Compass’ Confidential Information, you shall, to the extent permitted by law: (i) immediately notify Compass of the existence of and the terms and circumstances surrounding the request or requirement; (ii) consult with Compass on the advisability of taking legally available steps to resist or narrow the request or lawfully avoid the requirement; and (iii) at Compass’ request and cost, take all necessary steps to seek a protective order or other appropriate remedy.
14. Warranty Disclaimer
14.1 Disclaimer. EXCEPT TO THE EXTENT SET FORTH IN THIS AGREEMENT, COMPASS EXPRESSLY DECLINES, ON ITS OWN BEHALF AND ON BEHALF OF ITS REPRESENTATIVES, ANY AND ALL EXPRESS, LEGAL OR IMPLICIT REPRESENTATIONS, WARRANTIES AND CONDITIONS NOT CONTAINED HEREIN, INCLUDING REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND ACCURACY. IN PARTICULAR, COMPASS EXPRESSLY DECLINES THE FOLLOWING AND MAKES NO REPRESENTATION OR WARRANTY IN THESE REGARDS: (I) THE FACT THAT THE ASMT PRODUCT WILL MEET YOUR OPERATIONAL REQUIREMENTS; (II) THE FACT THAT THE OPERATION OF THE ASMT PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; AND (III) THE FACT THAT ALL PROGRAMMING OR SERVICE ERRORS CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED.
14.2 Other Limitations. Compass will have no responsibility for any ASMT Product that has been modified, lost, stolen, or damaged by accident, abuse, or misapplication. No Compass Representative, nor any other third party, is authorized to make any warranty with respect to the ASMT Product other than those expressly stated in this Agreement, and you may not rely on any such unauthorized warranty.
15. Limitation of Liability; Indemnification
15.1 Exclusion of Certain Damages. Compass shall not be liable and assumes no responsibility for any loss or damage arising, directly or indirectly, from your omission to comply with, or any breach of, your obligations hereunder.
15.2 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT MAY COMPASS, ITS REPRESENTATIVES OR ITS LICENSORS (I) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXTRAORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES; OR (II) FOR LOSS OF REVENUE OR PROFITS, LOSS OF TIME, LOSS OF OR CORRUPTION TO DATA, LOSS OF USE, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL OR ANY OTHER FINANCIAL LOSS, ARISING DIRECTLY OR INDIRECTLY FROM THE AGREEMENT, OR CAUSED BY THE ASMT PRODUCT, OR THE MISUSE OR INABILITY TO USE THE ASMT PRODUCT, EVEN IF COMPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPASS SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE OR PRODUCTS OR RECEIVING SUPPORT SERVICES FROM ANY THIRD PARTY BESIDES COMPASS. THIS FOREGOING LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION: WHETHER IN CONTRACTUAL LIABILITY, APPLICATION OF THE WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OF MANUFACTURERS AND VENDORS, STRICT CIVIL LIABILITY OR UNDER ANY OTHER LEGAL THEORY.
15.3 Amount Limitation. THE OVERALL LIABILITY OF COMPASS IN RESPECT OF ANY CLAIMS BY YOU OR BY ANY OTHER PERSON IS LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY YOU TO COMPASS DURING THE 12-MONTH PERIOD PRECEDING THE EVENT FROM WHICH THE LIABILITY ARISES.
15.4 Claims for Infringement. If all or any portion of the ASMT Product is, in Compass’ opinion, likely to or otherwise does become the subject of a claim for infringement of any Intellectual Property Rights, Compass may, at its option and its sole cost and expense, either: (i) procure in your favour the right to use the same as contemplated herein; (ii) modify the same to become non-infringing, provided that any such modification does not materially impair the ability of the ASMT Product or any part thereof to perform in accordance with the intended use of the ASMT Product; or (iii) replace the infringing part of the ASMT Product with compatible and functionally equivalent features. If, in Compass’ reasonable opinion, it is not commercially reasonable for it to comply with either of (i), (ii) or (iii) above, Compass may, upon written notice to you, terminate this Agreement. and reimburse you for the affected ASMT Product. The remedies set forth in this Section 15.4 are Compass’ sole obligations and your sole remedy in the event of a potential infringement or a claim for infringement relating to the ASMT Product.
15.5 Indemnification. You shall defend Compass and its Representatives (the “Customer Indemnified Parties") from and against any claim, demand, suit or proceeding made or brought against a Customer Indemnified Party by a third party alleging that Customer Data or Customer’s use of the ASMT Product (i) is in breach of this Agreement; (ii) infringes or misappropriates its Intellectual Property Rights or any other rights of a third party; or (iii) violates applicable law (a “Claim”), and shall indemnify and hold harmless the Customer Indemnified Parties from any loss, claim, damage, cost, expense and other liability (including reasonable lawyers' and expert's fees and expenses) that any Customer Indemnified Party incurs as a result of or in connection with such Claim. Compass must: (a) promptly give you written notice of the Claim; (b) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim, unless the settlement unconditionally releases the Customer Indemnified Parties of all liability); and (c) provide to you all reasonable assistance, at your expense.
16. General
16.1 Entire Agreement. This Agreement, together with all applicable Order Forms, constitutes the entire agreement between you and Compass with respect to your use of the ASMT Product, superseding any prior agreements between you and Compass.
16.2 Modifications to this Agreement. Compass reserves the right to make any non-material change to this Agreement at any time and without prior notice. The latest version of this Agreement can always be found at the following link: www.compassdata.ca/eula. It is Customer’s responsibility to check this Agreement periodically for any changes. If Compass wishes to implement any material change(s) to this Agreement, Compass shall notify you at least 14 days prior to such change(s) coming into effect. Your use of the ASMT Product following this 14-day notice period constitutes acceptance of any change(s).
16.3 Excluded from this Agreement. Any Customer request for customizations or modifications to the ASMT Product is outside the scope of this Agreement. Please contact Compass directly with any request for customization or modification and note that such request will require Customer to enter into Compass’ Master Services Agreement, with any customizations or modifications to be detailed in a statement of work.
16.4 Force Majeure. If Compass’ performance is prevented or delayed by reason of any Force Majeure event, Compass shall be excused from performance of its obligations hereunder to the extent that it is prevented or delayed thereby during the continuation of such causes. Compass’ obligations hereunder shall be suspended for so long as, and to the extent that, such Force Majeure event prevents or delays its performance. Compass shall give you written notice of the commencement of a Force Majeure event. If Compass is unable to (i) resume performance; or (ii) provide reasonable assurance that it will resume performance reasonably soon, within 30 days after giving you written notice of the Force Majeure event, then you may terminate this Agreement upon 15 days’ written notice. For the purpose of this Agreement, “Force Majeure” means any circumstances beyond Compass’ reasonable control, including, but not limited to, natural disasters, acts of government, floods, fires, earthquakes, utility and infrastructure failures, pandemics, epidemics, forceful government interventions such as government-mandated quarantines, publicly declared states of emergency, civil unrest, terrorism, strikes or other labour problems, internet service provider failures or delays, cyberattacks, or denial of service attacks.
16.5 Governing Law; Jurisdiction. This Agreement will be governed by, interpreted and construed in accordance with the laws of the province of Québec, Canada and the laws of Canada applicable therein, other than rules governing conflicts of laws. Compass and Customer agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the courts of the province of Quebec, Canada. The foregoing choice of jurisdiction and venue shall not prevent Compass from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
16.6 No Third-Party Beneficiaries. Except as expressly set out in this Agreement, a person who is not a party to this Agreement will have no right to enforce any term of this Agreement.
16.7 Transfer and Assignment. You shall not assign, delegate or otherwise transfer this Agreement in whole or in part, directly or indirectly, by operation of law, merger, acquisition, or otherwise without Compass’ prior written consent. Any assignment, delegation or transfer which violates the foregoing will be void. This Agreement is assignable by Compass and Compass is entitled to subcontract any of its obligations under this Agreement, provided that any such subcontracting will not relieve Compass of its obligations to you.
16.8 Severability. If any of the provision contained in this Agreement are found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired hereby.
16.9 Waiver. The failure of Compass to enforce any provision of this Agreement shall not constitute a waiver of such provision or Compass’ right to enforce such provision and every other provision.
