Terms and Conditions
PLEASE READ THESE TERMS CAREFULLY BEFORE USING SERVICES AND/OR SOFTWARE FROM Focoten.
Welcome to www.focoten.com (the "Site"), fully owned and operated by Orbweb, Inc. Herein, Orbweb Inc. shall be referred to as “Orbweb”, the Focoten platform shall be referred to as “Focoten”, the Cloud Video Recording, the software applications and subscription services shall be referred to as the “Services” respectively.
These terms and conditions (“Terms”) govern the use of Focoten’s Website, Focoten and its respective equipment and Services. Each may have additional terms and conditions that are unique to their particular functions and features. BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, CLICKING THE “SUBMIT” OR “ACCEPT” BUTTONS, USING ANY OF THE SERVICES OR OTHERWISE INDICATING ACCEPTANCE OF THESE TERMS, YOU AND ANY PARTY OR ENTITY THAT YOU ARE USING THE SERVICE ON BEHALF OF (REFERRED TO AS “YOU” OR “YOURSELF” OR “YOUR”), REPRESENT AND WARRANT THAT: (i) YOU ARE AUTHORIZED TO BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE; AND (ii) YOU AGREE TO BE BOUND BY ALL OF THESE TERMS TO THE EXCLUSION OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS ANY RIGHTS, OBLIGATIONS OR OTHER TERMS LISTED ON A PURCHASE ORDER OR THE LIKE YOU MAY PROVIDE FOCOTEN AND YOU AGREE THAT ANY SUCH RIGHTS, OBLIGATIONS OR OTHER TERMS ARE HEREBY NULL AND VOID.
1.0. Registration Data.
1.1. Access to the Site; Account Registration
We do not provide you with the equipment to access the Site. You are responsible for all fees charged by third parties to access the Site (e.g., charges by internet service providers).
You must register for an account to use certain Fcocoten services. Your registration for and use of an account will be governed by the Focoten’s Terms and Conditions and any other applicable agreement related to your use of particular Focoten software and products.
2.0. Personally Identifiable Information.
When using certain Services provided by Focoten hereunder, it may be possible for You to exchange limited personally identifiable information with Focoten. Your assent to these Terms constitutes an express understanding and agreement that when personally identifiable information is provided to Focoten in connection with the Services, through any of the Focoten websites, or otherwise under these Terms, such personally identifiable information may be maintained and/or processed by Focoten.
3.0. License Grant.
Focoten hereby grants You nonexclusive, non-transferable, right to use the Services and its related Apps for the applicable subscription term subject to the restrictions set forth in these Terms. The Services and Apps are owned and operated by Focoten and provided to You on a subscription basis; Focoten is not transferring ownership or title of the Service or Apps to You.
3.1. The Service is made available for download solely for use by You and only according to these Terms. Any reproduction, resale or redistribution of the Service that is not in accordance with these Terms is expressly prohibited, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The license granted hereunder may not be transferred by You to any third party and is non-exclusive.
3.2. You acknowledge that the Services and their related software are proprietary to Focoten and/or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. You may not remove any proprietary notices or labels from any of the Services. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of the Services to a human-readable form. You may not reproduce, distribute or create any derivative works based on the Services without expressly being authorized in writing to do so by Focoten. Further, You may not rent, lease, grant a security interest in or otherwise transfer any rights to the Services or Apps. All rights not expressly granted in these Terms are reserved to Focoten and its suppliers.
3.3. The license granted hereunder entitles You to receive any and all standard updates and support that Focoten provides to all users of its Services, generally. Notwithstanding the previous sentence, Focoten reserves the right to charge all of its users fees for any future versions of, or premium (i.e., charged for) upgrades to, the Services. You understand that Focoten may update or modify any of the Services and their related software at any time, but is under no obligation to inform You of any such updates or modifications. For the avoidance of doubt, unless Focoten chooses to provide such updates or modifications to all of its users, these Terms do not grant You any right to any support, maintenance, improvements, modifications, enhancements or upgrades to the Services or their related Apps. To the extent that Focoten supplies any updates or upgrades to You, they will be deemed to be subject to these Terms, unless Focoten indicates otherwise.
3.4. ANY AND ALL CONTENT ON THE WEBSITES, SOFTWARE, HARDWARE AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICES ARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM FOCOTEN. YOU AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
4.0. User Conduct.
You are solely responsible for the content of Your computer(s) and Your Focoten account and any transmissions made when using the Services. Your use of the Services are subject to the Terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing license compliance, account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). When using any of the Services You hereby agree: (i) to comply with all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing license compliance, account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) not to use the Service to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, trojan horse, worm or other harmful or destructive component; (iii) not to use the Service for any illegal purposes; (iv) not to delete from the Service or its related software, documentation or any Focoten website used in connection with the Service, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos that You do not own or have express permission to modify; (v) not to use the Service to interfere or disrupt any other networks connected to the Service; (vi) not to use the Service to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to use the Service to distribute any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. You shall not access or use someone else’s Focoten account at any time, without first obtaining the permission of the account holder. You agree that You are responsible for all actions and inactions of Your employees, consultants, or any other third party that You allow to access Your Focoten account, and You agree to use commercially reasonable efforts to monitor such third party users. Focoten reserves the right to disable Your account or take any other action that Focoten in its sole discretion deems necessary or appropriate in the event that Focoten has reason to believe that Your conduct while using any of the Services has violated the terms of Section 4.0.
5.0. Passwords & Security.
Certain Services provided by Focoten hereunder require You to use an email address to create a username and choose a password for access to Your Focoten account. Focoten does not send emails asking for a user’s Focoten username and/or password or any other username or password. To keep the Service secure, You should keep all usernames and passwords confidential. Access to, and use of, password-protected and/or secure aspects of the Services are restricted to authorized users only. Unauthorized individuals attempting to use any of the Services may be subject to prosecution. You agree to carefully safeguard all of Your passwords. Focoten does not maintain a database of user passwords so You are solely responsible if You do not maintain the confidentiality of Your passwords and account information. Furthermore, You are solely responsible for any and all activity that occurs under Your account. Focoten is not liable for any loss incurred by You resulting from another’s use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. However, You may be held liable for losses incurred by Focoten or another party due to another’s use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. You agree to immediately notify Focoten of any unauthorized use of Your account or any other suspected breach of security known to You, including if You believe that Your password and/or account information has been stolen or otherwise compromised.
In the event that Your subscription to a Service is on a monthly basis, payment of the subscription fee must be by preauthorized credit card charge, PayPal charge or direct debit only, and Your subscription will automatically renew each calendar month unless You provide Focoten with written notice of non-renewal during the prior calendar month. You will automatically be charged the applicable monthly subscription fee for each month or partial month that Your month-to-month subscription is in effect.
6.1. In the event that Your subscription to the Service is for a year and the initial payment is by credit card, PayPal charge or direct debit, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You give Focoten prior written notice of non-renewal at least thirty (30) days prior to the expiration of Your current year subscription.
6.2. Notwithstanding the above, Your subscription to any of Focoten’s free Services do not require the payment of a subscription fee. Focoten reserves the right, in its sole and absolute discretion, to refuse, restrict or limit the number of “free” or “basic” versions of the Services that may be used by any individual, entity or group of entities.
6.3. Notwithstanding any provision of these Terms or any course of dealing between the parties, You may not cancel, terminate or rescind a subscription during its term. Any and all payments by You to Focoten for access to the Services are final.
6.4. In the event that You cancel the credit card provided to Focoten to pay for the Service or the card expires or is otherwise terminated, You must immediately provide Focoten with a new valid credit card number. You authorize Focoten, from time to time, to undertake steps to determine whether the credit card number provided to Focoten is a valid credit card number. In the event that You do not provide Focoten with a current valid credit card number with sufficient credit upon request during the effective period of these Terms, You will be in violation of these Terms. You hereby authorize Focoten to automatically update Your credit card information using software designed for updating purposes.
6.6. Unless otherwise provided for herein, payment of all fees are due and payable to Focoten without demand, invoicing or notice before the commencement of the subscription period to which those fees apply.
6.7. You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of a Service, or any software or other product provided under these Terms, excluding any taxes based on net income payable by Focoten. If You are exempt from paying any sales, use or other taxes, You must provide Focoten with appropriate evidence of tax exemption for all relevant jurisdictions.
6.8. Sales, Promotional Offers, Coupons, Credits. Sales, promotions and other special discounted pricing offers are temporary and upon the renewal of Your subscription, any such discounted pricing offers may expire. Focoten reserves the right to discontinue or modify any coupons, credits, sales and special promotional offers at its sole discretion.
7.0. Disclaimer of Warranties.
Although Focoten has attempted to provide accurate information with regard to the Service, Focoten assumes no responsibility for the accuracy or inaccuracy of any information provided. Mention of non-Focoten products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Your use of any of the Services is at Your own risk. ALL INFORMATION, DOCUMENTATION AND SERVICES PROVIDED BY Focoten ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FOCOTEN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. FOCOTEN MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. NOR DOES FOCOTEN MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY EMPLOYEES OF FOCOTEN OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY FOCOTEN FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF FOCOTEN WHATSOEVER.
7.1. YOU AGREE THAT THE CONSIDERATION WHICH FOCOTEN IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY FOCOTEN OF THE RISK OF YOUR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES. FOCOTEN AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS OR SERVICES, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL FOCOTEN BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE SERVICE, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE SERVICE, EVEN IF FOCOTEN OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST FOCOTEN OR ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES.
7.2. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. IN NO EVENT SHALL FOCOTEN’s TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO FOCOTEN, IF ANY, FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. IN THE EVENT THAT APPLICABLE LAW LIMITS THE EXCLUSION OF IMPLIED WARRANTIES OR THE ABOVE LIMITATIONS OF LIABILITY, THE MAXIMUM AMOUNT OF EXCLUSIONS ALLOWED UNDER APPLICABLE LAW SHALL BE APPLIED.
7.3. ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
8.0. Right to Terminate.
Focoten may, in its sole discretion, immediately terminate Your subscription, license and right to use the Service if (i) You fail to make timely payments of subscription fees as required for access to Your account or You declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent: (ii) You breach these Terms; (iii) Focoten is unable to verify or authenticate any information You provide to Focoten; or (iv) Focoten decides, in its sole discretion, to discontinue offering the Service to its users. Focoten shall not be liable to You or any third party for termination of the Service or Your use of the Service. Upon expiration or termination for any reason, You shall no longer be authorized to use the Service. When Your access to the Service is terminated and/or Your subscription is canceled, You will no longer have access to data and other material that You may have stored in connection with the Service and that material may be deleted by Focoten. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law shall survive any termination, expiration or rescission of these Terms.
Title, ownership rights and intellectual property rights in the Service shall remain with Focoten or its suppliers, as applicable. The Service is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms give You no rights to such content. “Focoten” and “CVR” associated logos, and other names, logos, icons and marks identifying Focoten’s Services are trademarks or service marks of Focoten (collectively the “Trademarks”) and may not be used without the prior written permission of Focoten.
You shall maintain the confidentiality of information that has been, and will continue to be, provided to You by Focoten in connection with Your use of the Service.
10.1. Obligations. You shall (a) maintain in confidence all such information, including but not limited to the Service and its related software, (b) not disclose any such information to anyone except Your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by these Confidentiality Terms), and (c) not use Focoten’s confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of Focoten. You shall have no right, title, or interest in or to the confidential information.
10.2. Confidential Information. Information considered confidential by Focoten includes, without limitation, information of Focoten relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) matters of a human resources nature such as employment policies and practices, personnel, compensation and employee benefits, (d) other information of a similar nature not generally disclosed by Focoten to the public or other information You should reasonably believe to be confidential given the circumstances, (e) information concerning Your use of the Service, and (f) the Service itself and its associated software.
10.3. Exclusions. The obligations imposed by these Confidentiality Terms shall not apply to any information that (a) is proven by You to have been rightfully received from a third party without accompanying use or disclosure restrictions; (b) is or becomes generally publicly available through no wrongful act of You or any other person or entity with a confidentiality obligation; (c) is already known to You prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; (d) is approved for release in writing by an authorized representative of Focoten; or (e) is required to be disclosed pursuant to a valid court order, duly authorized subpoena, or governmental authority (provided that You shall immediately give Focoten written notice and an opportunity to contest such required disclosure).
10.4. Remedies. The remedy at law for any breach of any of the covenants and agreements set forth in these Confidentiality Terms may be inadequate, so in the event of any such breach or threatened breach, Focoten shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions, without the necessity of proving damages. You further agree that these Confidentiality Terms shall in no way restrict or limit any other remedies Focoten may have available at law and Focoten may be entitled to recover the costs, including reasonable attorney’s fees, to enforce its rights under these Confidentiality Terms.
10.5. Return of Confidential Information. Upon the written request of Focoten, You shall return, or certify that You have destroyed, all information disclosed under these Confidentiality Terms and any memoranda, diagrams, or any other documents containing any information disclosed under these Confidentiality Terms.
10.6. Enforceability. In the event any one or more of the provisions of these Confidentiality Terms shall be deemed invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
10.7. Application. These Confidentiality Terms shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these Confidentiality Terms that may be associated with any particular information disclosed hereunder.
10.8. Surviving Obligations. The confidentiality obligations imposed under these Confidentiality Terms shall survive any termination, expiration, or rescission of these Terms or Your subscription term, as well as continue beyond any time in which You were using the Service.
11.0. Force Majeure.
No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by: (i) failures of software or other computer programming (other than the Service purchased hereunder); (ii) natural weather events; or (iii) any other causes beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers; provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
12.0. Entire Agreement.
These Terms represent the complete agreement concerning the subject matter of the license granted hereunder and Your use of any of the Services and Apps. Focoten may amend these Terms at any time by (i) posting a revised Terms document on or accessible through https://focoten.com and/or (ii) sending information regarding the Terms amendment to the email address You have provided to Focoten. You are responsible for regularly reviewing the https://focoten.com site to obtain timely notice of such amendments. You manifest intent to accept these amended terms if You continue to use the Service after such amended terms have been posted or sent to You. If You do not agree with any such amended terms You must notify Focoten during the 30-day period after such amended terms have been posted and at the end of such 30-day period these Terms shall be deemed terminated unless Focoten agrees to waive such amended terms to which You object.
13.0. Governing Law & Venue.
These Terms shall be governed by and construed in accordance with the laws of the Republic of China, Taiwan, without giving effect to any principles of conflict of law. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the Republic of China, Taiwan, and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Focoten shall have the right to identify You as a user of the Service. You agree that Focoten may use any logo and/or name associated with You on Focoten’s website and other materials in order to identify You as a Focoten user.
Notices by Focoten to You may be sent to the email address You provide on the Registration Form or otherwise by any means that Focoten determines in its sole discretion as likely to come to Your attention. All notices sent by You to Focoten in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of Focoten set forth herein.
You agree not to bring or participate in any class action lawsuit against Focoten or any of its employees or affiliates. You agree not to bring a claim under these Terms more than two years after the expiration of these Terms. The failure of Focoten to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by Focoten of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to Focoten by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
18.0. No Exclusivity.
You acknowledge and agree that Focoten is in the business of providing remote access, remote support, cloud recording, AI, collaboration and data management solutions and that Focoten may provide such services to third parties, including any competitors of You, which are the same or similar to the Services provided to You hereunder.
These Terms shall be binding upon and inure to the benefit of the parties and their permitted assigns. Neither party may assign this Agreement, assign its rights or delegate its duties hereunder (whether directly or indirectly, in whole or in part, by operation of law or otherwise), without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Focoten may assign this Agreement, without Your prior written consent in connection with a merger, acquisition, change of control or sale of substantially all of its assets (or any substantially similar transaction). Additionally, Focoten may assign all or any part of the performance of this Agreement to an Affiliate Entity without Your prior written consent. For the purposes of this section, the term “Affiliate Entity” shall mean any entity that now or in the future controls, is controlled by, or is under common control with Focoten.
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