End User License Agreement

  1. About the Company. Alethiex, Inc., a Delaware corporation, and its affiliates and subsidiaries, and their respective directors, officers, and employees, (collectively, the “Company”) operate the website located at alethiex.com and other related websites, subpages, subdomains, mobile applications, APIs, content, offerings, information, tools, software, and services, and including any Client Sites (as defined below) (collectively, the “Site”). Through the Site and through Client Sites, the Company and its customers provide access to the use of Libraries (as defined below) and other Content (as defined below), to Users (as defined below). Registered Users may use the Site and/or the Client Site (under the terms, conditions and limitations provided herein) to view, access, download and use Libraries or parts thereof and other Content made available by the Company or its customers and Company Affiliates (as defined below) to Users that are registered with the Site or any Client Site, subject to the terms and conditions herein. “User” refers to you in your capacity as a registered user of the Site or any Client Site with appropriate Access Credentials to the Site or such Client Site that allow you to use, view, access, stream or download one or more Libraries or any Library Content for the limited purposes set forth herein (whether you have registered for a free account or otherwise). You in your capacity as User, the Company, and any Company Affiliate that provides access to Libraries and Library Content to you are herein referred to as “Parties” and each a “Party.”

  2. Applicability of this Agreement.  

    1. General. This Agreement governs your use of the Libraries and Library Content made available to you through the Site or any Client Site, (collectively, including all related documentation, the “Licensed Media”). The Licensed Media is licensed, not sold, to you.

    2. Binding Agreement. BY VIEWING, DOWNLOADING, USING, STREAMING OR ACCESSING ANY LICENSED MEDIA ON OR THROUGH THE SITE OR ANY CLIENT SITE OR OTHERWISE, OR BY REGISTERING FOR A USER ACCOUNT WITH THE SITE OR ANY CLIENT SITE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT VIEW, DOWNLOAD, USE, STREAM OR ACCESS ANY LICENSED MEDIA AND DELETE ANY LICENSED MEDIA FROM YOUR DEVICE, COMPUTER SYSTEMS, BACKUP DRIVES, MOBILE DEVICES OR ANY OTHER ELECTRONIC STORAGE.

    3. Terms of Service. In accordance with this Agreement, you may access Libraries and other Licensed Media through the Site or any Client Site by using functionality provided on the Site or applicable Client Site. As a User of the Libraries, you hereby to be bound by this Agreement including any updates or modifications hereto that may be made by the Company from time to time, the Terms of Service (if any) available on the Site that are applicable to any user of the Site (“Terms of Service”), and any other terms and conditions (including payment and subscription fee terms) made available on the Site or applicable Client Site (collectively, this “Agreement”). The Parties acknowledge and agree that this Agreement complies in all respects with the U.S. federal ESIGN Act of 2000 and shall be deemed to have been duly and validly executed and effective for all purposes.

    4. Modifications and Updates. The Company reserves the right to update, change, modify or replace any part of this Agreement by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for updates or changes. Your continued use of or access to the Site or any Client Site following the posting of any updates or changes constitutes acceptance of all such updates or changes.

    5. Entire Agreement. This Agreement comprises the entire agreement among the Parties (aside from any existing agreement between the Company and any Company Affiliate), and supersedes all prior or contemporaneous understandings, agreements, negotiations, promises, covenants, representations, warranties and communications, both written and oral. In the event of any conflict between this Agreement and the Terms of Service, this Agreement shall govern.

  3. Certain Defined Terms. Capitalized terms used in this Agreement have the meanings assigned to such terms in the text of this Agreement or as set forth below:

Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Site, any Client Site or any Licensed Media delivered or made available through the Site or any Client Site.

Company Affiliate” means any third party customer of the Company that has subscribed to services offered by the Company allowing such customer to deliver access to Libraries and Library Content to its end users through its website in accordance with the terms of this Agreement.

Client Site” means any website, mobile application, subpages, subdomains, software or other delivery methods or platforms operated by any Company Affiliate.

Content” means any software, technology, designs, materials, information, communications, opinions, records, messages, comments, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, videos, photos, images, reviews, ideas, applications, website functionality, widgets, buttons, labels, suggestions, proposals, blog posts, offers, plans, advertisements, promotions, articles and other data or copyrightable or non-copyrightable materials or content, including the selection, arrangements, functionality, processes and user experiences in respect thereof.

Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, Trademarks, trade secrets, know-how, patents, patent disclosures and inventions (whether patentable or not), and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

Library” or “Libraries” means collections of information, materials and other Content created, developed, and/or owned by the Company or its licensors and delivered or made available by the Company through the Site (including any updates thereto) on a subscription basis to Company Affiliates, and delivered or made available by such Company Affiliates to you and other authorized users through the Site and/or the Client Site, including information, materials and Content relating to physical fitness and training, nutrition, health and wellbeing and related topics, and including in audio-visual or written format or other media.

Library Content” means any Content contained in any Library.

Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located. Personal Information includes all “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “Personal Data” as defined in the EU Data Protection Directive (Directive 95/46/EEC), “Personal Information” as defined under the Children’s Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.

Submitted Content” means any Content submitted, uploaded, transmitted, posted or otherwise made available on or through the Site or any Client Site by you in your capacity as a User.

Trademarks” means all rights in and to United States and foreign trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered.

  1. Grant of License.

    1. General. Subject to the terms of this Agreement, the Company (through and on behalf of the applicable Company Affiliate) grants you a limited, non-exclusive, and nontransferable license to: (a) download, view, access, stream and use the Licensed Media made available to you through the Site or the Client Site for your personal, non-commercial use on one (1), and no more than one (1), device, which may be a personal computer or mobile device, owned or otherwise controlled by you (“Device”) strictly in accordance with this Agreement, the Terms of Service, and any documentation and instructions provided or made available to you that relate to the Licensed Media.

    2. Restrictions. As a User, you shall not, directly or indirectly: (a) copy any Licensed Media, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of any Licensed Media, the Site or any Client Site; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any Licensed Media, the Site or any Client Site; (d) remove, delete, alter, or obscure any Trademarks or any copyright, patent, or other intellectual property or proprietary rights notices from any Licensed Media, the Site or any Client Site, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Licensed Media, or any copies, features or functionality thereof, to any third party for any reason, including by making Licensed Media or copies thereof available on any network or website where it is capable of being accessed by any third parties or devices; (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting any Licensed Media, the Site or any Client Site; (g) use the Licensed Media, the Site or any Client Site for any unlawful purpose; (h) infringe upon or violate the Intellectual Property Rights of any person; (i) upload or transmit viruses, worms, or any other type of malicious code to the Site or Client Site that will or may be used in any way that will affect the functionality or operation of the Site, the Client Site or any related website, other websites, or the Internet; or (j) deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit the Site, the Client Site or any Licensed Media in any way.

    3. Reservation of Rights. You acknowledge and agree that the Licensed Media is provided under license, and not sold, to you. You do not acquire any ownership interest in the Licensed Media under this Agreement, or any other rights thereto other than to use the Licensed Media in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. The Company and its licensors and Company Affiliates reserve and shall retain their entire right, title and interest in and to the Licensed Media, including all copyrights, Trademarks, and other Intellectual Property Rights therein or relating thereto, except as expressly granted to you in this Agreement.

    4. Collection and Use of Your Information. You acknowledge that when you download, view, access, stream or use the Licensed Media, the Site or any Client Site, the Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Licensed Media, the Site and the Client Site. You also may be required to provide certain information about yourself as a condition to registering as a User and downloading, accessing, viewing, streaming or using the Licensed Media or certain features or functionality available in connection therewith or on the Site or the Client Site, and the Site or the Client Site may provide you with opportunities to share information about yourself with other users of the Site or the Client Site, which may include Personal Information about you. All information we collect through or in connection with this Application is subject to our Privacy Policy available on the Site. By downloading, accessing, viewing, streaming or using the Licensed Media and by providing information to or through the Site or the Client Site, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

    5. Third Party Materials. The Licensed Media, the Site and/or the Client Site may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). The Company and the Company Affiliates reserve the right to use Third Party Materials as part of the services it provides; provided, however, that the Company’s use of any such Third Party Materials does not imply approval or endorsement thereof by the Company, such Third Party Materials are provided or made available to you on an “as is” basis, and the Company makes no representation, warranty or guarantee whatsoever, express or implied, regarding the quality, workmanship, merchantability, fitness for a particular purpose, suitability, appropriateness, relevance, value, authorship, usability, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, or any other aspect of any Third Party Materials, that such Third Party Materials will be uninterrupted or error free, that the quality of any Third Party Materials will meet your expectations or that any errors therein will be corrected. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

    6. Right To Change Offerings. THE PARTIES AGREE, ACKNOWLEDGE AND UNDERSTAND THAT THE COMPANY RESERVES ALL RIGHTS TO CHANGE, MODIFY OR ELIMINATE ITS OFFERINGS OR THE MATERIALS, LIBRARY CONTENT AND LICENSED MEDIA OFFERED AND MADE AVAILABLE THROUGH THE SITE OR ANY CLIENT SITE AT ANY TIME AND FROM TIME TO TIME WITHOUT PRIOR NOTICE TO YOU. In the event that any Licensed Media becomes or otherwise made unavailable through the Site or any Client Site, you agree to cease all use of such Licensed Media and delete any copies thereof from your Device.

    7. Submitted Content. You shall be solely responsible for your own Submitted Content, including its legality and appropriateness, and the consequences of submitting and transmitting your Submitted Content on the Site and the Client Site. You affirm, represent and warrant that you own or have the necessary licenses, rights, consents and permissions to transmit any Submitted Content you transmit, upload, post, share or submit. You further agree that none of your Submitted Content will contain third party copyrighted material, or material that is subject to other third party Intellectual Property Rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled and authorized to transmit the material and to grant the Company all of the license rights granted by you herein.

    8. License to Use Submitted Content. You hereby grant to the Company and the applicable Company Affiliate, to the extent permitted under applicable law, a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute your Submitted Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing or developed, and authorize other users to use the Submitted Content. We may modify or adapt your Submitted Content in order to transmit, display or distribute it over computer networks or to third party applications and in various media and/or make changes to the Submitted Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. You hereby expressly represent and warrant that you have all of the rights, power and authority to make the grant of license to the Company and the applicable Company Affiliate contained in this paragraph. For the avoidance of any doubt, the license granted by you to the Company and the applicable Company Affiliate under this paragraph shall survive any termination, expiration or cancellation of your User account or rights to access and use the Site and the Client Site

    9. Offensive Content. As a User, you shall not, directly or indirectly, post, submit or transmit any Submitted Content to the Site or the Client Site that is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable, or that violates or allegedly violates any person’s Intellectual Property Rights, this Agreement or the Terms of Service, or that is reasonably intended to be confidential information, or that could reasonably harm or damage the reputation or commercial prospects of the Company or any of its licensors or Company Affiliates in any way.

    10. Personal Information. You agree that any Submitted Content provided by you in connection with the Site or the Client Site is provided on a non-proprietary and non-confidential basis. You shall be solely responsible, and none of the Company, its licensors, or its Company Affiliates, shall have any liability for any losses or damages caused by your posting, uploading or submission of any Personal Information on or to the Site or any Client Site.

  2. Term and Termination.

    1. Term. This Agreement commences when you first download, access, view, stream or use any Licensed Media or when you first acknowledge your acceptance of this Agreement, and will continue in effect until terminated by you or the Company as set forth herein.

    2. Termination by You. You may terminate this Agreement by deleting all Licensed Media and all copies thereof from your Device and delivering notice to the Company certifying such termination and deletion.

    3. Termination by the Company. The Company may terminate this Agreement at any time in its sole discretion without prior notice to you if it ceases to offer or support the Licensed Media, or for any other reason in its sole and absolute discretion. If the Company terminates this Agreement, it will notify you promptly of such termination. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or the Terms of Service.

    4. Effect of Termination. Upon termination: (a) all rights granted to you under this Agreement will also terminate; and (b) you must cease all use of the Licensed Media and delete all copies of the Licensed Media from your Device and User account and from any other computers, devices or networks. Termination will not limit any of the Company’s, or any of its licensors’ or Company Affiliates’ respective, rights or remedies at law or in equity. Upon termination, any sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, indemnification rights, warranty disclaimers and limitations of liability.

  3. Disclaimers of Warranties.

    1. No Endorsement of Library Content. The Company makes no representations, warranties or guarantees whatsoever, express or implied, regarding the quality, workmanship, merchantability, fitness for a particular purpose, accessibility, truthfulness, suitability, appropriateness, relevance, value, authorship, usability, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency or any other aspect of any Licensed Media provided through the Site or any Client Site, or any credentials, titles, degrees, specialization, education, training, certifications, work history, experience, expertise or any other biographical or other information provided by any person in connection with or related to any Licensed Media. Any such information displayed on or transmitted through the Site, any Client Site or the Licensed Media, whether by us or by any other person including our third party licensors or Company Affiliates, is based solely on information provided to us by such other person, and we do not independently confirm, evaluate or review any such information. Provision of any Licensed Media by the Company through the Site or any Client Site does not imply approval or endorsement thereof by the Company, and such Licensed Media is provided or made available to you on an “as is” basis, and the Company makes no representation, warranty or guarantee whatsoever, that such Licensed Media will be uninterrupted or error free, that the quality of any Licensed Media will meet your expectations or that any errors therein will be corrected.

    2. DISCLAIMER. THE LICENSED MEDIA, THE SITE AND ANY CLIENT SITE, AND ANY CONTENT THEREON, IS PROVIDED TO YOU AS USER ON AN “AS IS” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND COMPANY AFFILIATES AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED MEDIA, THE SITE AND THE CLIENT SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED MEDIA, THE SITE OR THE CLIENT SITE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE OR STREAM WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

  4. Important Information About Health and Fitness Products.

    1. No Liability for Injury or Misuse. Neither the Company nor its licensors or Company Affiliates shall be responsible in any way for your use or misuse of any Licensed Media. You are solely responsible for your use or misuse of, and you assume all risks relating to your use or misuse of, any Licensed Media, including any risk of injury. You understand, acknowledge and agree that the Licensed Media may contain exercise and fitness programs, information, plans, routines and advice which involve inherent risk of injury. Do not use any of the Licensed Media if you are injured, are prone to injury, have any health related issues or concerns or have a history or family history of health related issues, or without your physician’s advice and consent.

    2. No Medical Advice. Although the Licensed Media contain products and services relating to your health and wellbeing, it is critical that you consult your physician, follow all provided safety and other instructions, and obtain authorization before accessing or using any Licensed Media, especially if you are prone to injuries, are pregnant or nursing, or have any other unique or special medical conditions or health concerns. The Licensed Media are provided for informational purposes only, and are not intended to diagnose any medical condition, replace the advice of a healthcare professional, or provide any medical advice, diagnosis or treatment. The information made available on or through the Site and by way of the Licensed Media should not be relied upon when making medical decisions. YOUR USE OF THE SITE OR ANY LICENSED MEDIA DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND THE COMPANY. Your individual results using any Licensed Media may vary. Exercise and proper diet are necessary to achieve and maintain weight loss and muscle definition. The testimonials featured on the Site or any Client Site may have used more than one product or service or extended the applicable program to achieve maximum results. You understand that results may vary based on starting point and other factors.

    3. Nutrition Information. Certain Licensed Media may provide nutrition, food, caloric and other related information designed to help users eat healthy to reach their health and wellness goals. While any nutrition information provided is designed to safely align with related exercise regimens, you must consult your physician before beginning any nutrition plan or altering any dietary regimen, especially if you have any unique or special medical needs or conditions, such as food allergies, dietary restrictions or if you are pregnant or breast feeding.

    4. Assumption of Risk. You expressly acknowledge and agree that your access, use and/or involvement with any Licensed Media may involve potentially dangerous and physical activities that may lead to personal and/or bodily injury, death, loss of services, loss of consortium, or damage to or loss of property or privacy. You hereby acknowledge and willingly accept these risks and agree to unconditionally release and hold harmless the Company and its licensors and Company Affiliates from and against all claims, suits, causes of action, costs, expenses or liability arising out of or related to your access, use and/or involvement with any Licensed Media, the Site, any Client Site or any services related thereto.

  5. Indemnification. You agree to indemnify, defend, and hold harmless the Company and its licensors and Company Affiliates, and their respective directors, employees, agents and permitted successors and assignees from and against any and all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees), arising from or relating to your use or misuse of the Licensed Media, the Site or any Client Site, or your breach of this Agreement, including but not limited to the Submitted Content you submit or make available through the Site or any Client Site, and including any permitted use of any Submitted Content by the Company or its Company Affiliates.

  6. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR ANY COMPANY AFFILIATES OR THEIR RESPECTIVE SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED MEDIA, THE SITE OR THE CLIENT SITE FOR: (A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO THE LICENSED MEDIA. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  7. General Provisions.

    1. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED MEDIA MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

    2. Governing Law. This Agreement and any action related hereto will be governed and interpreted by and under the laws of the state of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

    3. Export Regulation. The Licensed Media may be subject to United States export control laws, or the export control laws of other applicable jurisdictions in which Licensed Media are made available. You shall not, directly or indirectly, export, re-export or release the Licensed Media to, or make the Licensed Media accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Licensed Media available outside the United States or your applicable jurisdiction in which Licensed Media was made available to you.

    4. Miscellaneous. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Company.