This Terms of Service Agreement (“Agreement”) governs your use of the software as a service (SaaS), including all content and functionality available through the https://spliced.io domain name and its subdomains (the “Site”, “Sites”), provided by Spliced Technologies Inc. (“Spliced,” “we,” “us,” and “our”), a corporation registered in Toronto, Ontario, Canada, offering a platform for collaboration between brands and creators or affiliates within the marketing, affiliate, and eCommerce industries.
By accessing or using Spliced (the “Platform,” “Service”), you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy located at https://spliced.io/privacy-policy/ and, if relevant, the Creator Agreement and/or the Brand Agreement. If you do not agree with any part of this Agreement, you must not use the Service.
Spliced provides a SaaS platform that facilitates easy collaboration between Brands and creators or affiliates, integrating with third-party services such as Amazon, Shopify, Google, TikTok, and Facebook to provide a comprehensive marketing and eCommerce solution. Please refer to the definitions below for context.
Definitions
- Brands: Individuals or entities seeking to engage Creators for the promotion of their physical or non-physical products (e.g., eBooks, newsletter signups, etc.).
- Creators: Individuals or entities looking to collaborate with Brands for the same purpose.
- Users: Both Brands and Creators, including their authorized agents (e.g., marketing agencies, sponsors, etc.).
- Affiliate Program: A program where Brands offer commission or rewards to Creators for promoting their products or services.
- Content: Any information, data, text, software, images, graphics, videos, audio, or other materials displayed or available on the Platform.
- Payment Providers: Third-party companies like PayPal and Stripe that process payments between Users on the platform.
1. Amendments and Modifications
Spliced Technologies Inc. reserves the exclusive right to amend or modify this Agreement at any time, according to its discretion. It is incumbent upon you, as a User, to review the Agreement periodically for any changes. Your continued engagement with the Service post-modification constitutes your acceptance of the revised terms. This dynamic process ensures that the Agreement remains aligned with the evolving legal and operational landscape of our Service.
2. Account Registration and Security
a) Registration Requirement: To access and utilize the Platform, it is mandatory for Users to create an account. This involves registering with a unique email address and creating a secure password, which must be kept confidential at all times.
b) Responsibility for Account Activities: Users are solely responsible for all activities that occur under their account. This includes the presumption that any actions taken or content published through the account are explicitly authorized by the account holder.
c) Security Breach Protocol: In the event of suspected unauthorized access or security breach, Users are obligated to inform the Platform immediately, facilitating timely preventive measures.
d) Subscription and Payment: For Brands opting for subscription upgrades, it is required to maintain a valid payment method on file. This authorization allows the Platform to process payments and securely store financial information, in adherence to the specified terms of the Agreement. Brands must ensure the legality and compliance of the payment method used, including its conformity with applicable laws and the terms set by the payment provider.
e) Account Non-Transferability: The transfer or assignment of your account to another party is strictly prohibited. It is crucial to acknowledge that Spliced Technologies Inc. is not liable for unauthorized access to your account stemming from its theft or misappropriation, underscoring the importance of maintaining the confidentiality and security of your account information.
3. Use of the Service
3.1 Affiliate Programs
a) Platform Services: Under this Agreement, Spliced provides a suite of services designed to enhance collaboration among Users. This includes managing financial transactions, integrating with Amazon’s Attribution API for data attribution, and facilitating tax reporting processes. Additionally, the Platform showcases affiliate programs from Brands, presenting detailed program descriptions, payment conditions, and commission schedules. Creators interested in these programs will communicate directly with Brands through the Platform, and may be required to enter into specific Affiliate Program Agreements directly with these Brands.
b) User Responsibilities: When engaging with the Platform and its services, Users acknowledge their sole responsibility to:
– Evaluate the suitability of projects or other Users.
– Decide on contracting with another User and verify their information.
– Agree on contract terms and negotiate, finalize, and execute these agreements independently. All contractual relationships are directly between Users, with Spliced not participating in or being liable for these agreements.
c) Template Agreements: Spliced may offer template agreements for use at Users’ discretion when forming Affiliate Program Agreements. These templates are provided as a convenience and do not obligate Spliced as a party to any User contracts.
3.2 Attribution Data
a) Data Provision: The Platform provides Users with attribution data sourced from the Amazon Attribution API or direct integration with third party sites via plugins, apps, cookies, pixels and/or webhooks, encompassing metrics such as clicks, conversions, and sales. Commissions are calculated based on this data and the commission details supplied by Users. Adjustments to commissions may occur in response to data updates from Amazon, reflecting refunds, chargebacks, or other relevant changes.
3.3 Commissions
a) Payment Structure: Affiliate programs may specify the payment of commissions or rewards from Brands to Creators. While Spliced assists in processing these payments, its role is confined to using the payment information provided by Users and coordinating with third-party payment processors.
b) Payment Processing: Transactions between Brands and Creators are processed via recognized Payment Providers, including PayPal and Stripe. Users must enter into separate agreements with these Payment Providers, for which Spliced bears no responsibility. Users are liable for any transaction fees imposed by Payment Providers and must ensure their accounts are maintained accurately.
3.4 Brand Agreement
a) Authorization and Representation
Legal Authority: As a Brand representative, you affirm your legal capacity to bind the Brand to this Agreement, ensuring all interactions and agreements are within legal bounds.
b) Campaign Management
Detailed Briefs: Commit to providing clear, detailed campaign briefs for Creators, including requirements, expectations, and deadlines to foster effective collaboration.
c) Compliance and Legality
Rights and Laws: Ensure all campaigns comply with applicable laws and do not infringe on intellectual property or other rights.
d) Content Usage Rights
License to Creators: Grant Creators a non-exclusive license to use your Brand’s assets for the campaign, fostering creative and effective promotional content.
e) Ethical Conduct
Integrity and Respect: Maintain honesty in campaign descriptions and engage respectfully on the platform, avoiding any form of harassment.
f) Platform Exclusivity
Exclusive Engagements: Prohibit engagements with Creators found on Spliced for external collaborations, safeguarding the platform’s community integrity.
g) Data Protection
No Misuse of Data: Refrain from extracting or misusing any platform data or content, respecting privacy and intellectual property.
h) Prohibited Requests
Content Restrictions: Avoid campaigns involving illegal activities, hate speech, or content that violates Spliced’s policies.
i) Usage Restrictions
Purpose-Limited Use: Limit the use of Creator content to the specifics of the campaign agreement, respecting creators’ rights.
j) Content Modifications
Compliance with Terms: Ensure any modifications to Creator content are in line with Spliced’s usage policies.
k) Creator Attribution
Acknowledgment: Credit Creators appropriately in materials utilizing their content, honoring their contributions and affiliate commissions.
l) Social Media Compliance
Regulatory Adherence: Monitor social media posts for compliance with regulations, such as FTC guidelines, maintaining legal integrity.
m) Liability and Indemnification
Responsibility for Compliance: Assume responsibility for any legal issues related to social media regulations, indemnifying Spliced against related costs.
n) Dispute Resolution
Mediation by Spliced: Engage Spliced for dispute resolution, agreeing to abide by its determinations.
o) Liability for Harm
Accountability for Damages: Be accountable for harm caused to users through negligence or misconduct on the platform.
p) Cooperation in Investigations
Support in Resolutions: Provide timely information and cooperation during Spliced-initiated investigations.
q) Financial Obligations
No Cost Transfer: Understand Spliced’s exemption from dispute-related costs, maintaining financial responsibility for your campaigns.
r) Financial Preparedness
Campaign Funding: Ensure adequate funds and active credit cards to cover all campaign-related expenses, including Creator fees.
s) Payment Terms
Agreement Stability: Acknowledge that payment terms cannot change post-collaboration acceptance without Creator consent.
t) Social Media Disclosures
Transparent Sponsorships: Ensure all social media posts include clear disclosures of sponsored content or partnerships.
u) Content Rights upon Payment
Rights Transfer: Rights to use Creator content are secured upon full payment, contingent on campaign specifics.
v) Promotional License to Spliced
Non-Exclusive Brand Use: Grant Spliced the right to use your Brand’s marks in promotional content on the platform.
w) Comprehensive Indemnification
Protection against Claims: Indemnify Spliced against all claims arising from your use of the Services, providing a broad shield against liabilities.
3.5: Creator’s Agreement
a) Representations and Warranties
Originality: Your content is original and does not infringe on third-party rights.
Compliance: Adhere to all terms of accepted collaborations, including social media guidelines.
Prohibited Requests: Immediately report any requests that violate Spliced’s policies.
Refunds: Do not return products for which you have received reimbursement.
Skills and Capacity: Possess the necessary skills and legal standing to engage in collaborations.
Payment Terms: Follow all payment guidelines as outlined.
Prohibited Conduct: Avoid actions that could harm other users or misuse the platform.
Confidentiality: Do not share confidential information acquired through Spliced.
Social Media Compliance: Ensure your posts comply with social media regulations.
Dispute Resolution: Direct any disputes or complaints to Spliced for resolution.
Liability: Take responsibility for any damage caused by your content.
Cooperation: Respond promptly to Spliced’s requests for information.
b) Payment Information
Accuracy: Provide correct payment details to receive payments from Brands.
Responsibility: Keep your payment information current to avoid payment issues.
c) Social Media Regulations
Review and Compliance: Stay informed and comply with regulations concerning your social media content, including disclosure of brand relationships.
d) Grant of Rights
Brand License: Grant Brands a royalty-free license to use your content, limited by the campaign agreement.
Transfer of Rights: Rights transfer to the Brand upon full payment, potentially including a license for personal portfolio use.
Spliced License: Provide Spliced a perpetual, royalty-free license to use your content for marketing.
e) Creator Submitted Content
Responsibility and Originality: You’re solely responsible for ensuring your content is original and does not violate any rights.
Confidentiality: Avoid disclosing confidential information on the platform.
Law Enforcement Cooperation: Spliced may share your information with law enforcement if necessary.
Content Monitoring: Spliced has the right to monitor and remove content that violates platform policies.
Licenses Granted: You grant Spliced and users the right to use, reproduce, and distribute your content.
Commercial Use: Spliced can use your content for commercial purposes, with compensation as agreed.
Removal Rights: You may remove your content as per campaign requirements, but granted licenses persist.
Profile Association: Your profile information may be linked to your content.
Waiver of Infringement Claims: You waive any claims against Spliced regarding content infringement.
Compensation: Compensation for content use is as specified in the campaign agreement or your account.
Authorization for Copies: You allow Spliced to copy your content for storage and display.
Brand Approval: Content created for a Brand requires their written approval for use.
Release of Liability: Release Spliced from claims related to your content’s use or sale.
Indemnification: Agree to cover any costs Spliced incurs due to your use of the platform, agreement breaches, or interactions with Brands.
Section 3 remains effective even after the Agreement’s termination.
4. Permitted Uses of Spliced
4.1. Copyright and Content Ownership
a) Copyright Protection: Content on Spliced is protected under copyright laws in the United States and other jurisdictions. Spliced or third parties hold ownership of these works.
b) Non-commercial Use: You may display and download content for non-commercial purposes, subject to specific restrictions.
c) Prohibitions: Redistribution, retransmission, or publication of copyrighted material without Spliced’s explicit permission is strictly forbidden. Modifying or removing proprietary notices from materials is not allowed, nor is the use of Spliced’s logos or trademarks without written consent.
d) Intellectual Property Rights: Ownership and intellectual property rights in the content remain with Spliced and its content providers, with third-party trademarks belonging to their respective owners. All rights not explicitly granted are reserved.
4.2. Grant of Limited License
a) License Nature: Access to the Services is licensed, not sold. Spliced grants you a revocable, non-exclusive, non-transferable license to access and use the Services and Site upon account registration.
b) Ownership and Restrictions: All content associated with the Site is owned by Spliced or its suppliers and is licensed, not sold. You are prohibited from lending, leasing, renting, or sublicensing the Site and/or the content. The use of Services is governed by the terms of Spliced Agreements.
c) License Limitations: The license does not permit publishing, publicly performing, distributing to third parties, making commercial use of, systematically collecting data, creating derivative works, or framing any part of the Site and its content.
d) Termination Rights: Spliced reserves the right to terminate your license to use the Site and Services at its sole discretion, without notice.
4.3. Use of the Platform
a) Allowable Purposes: The Platform is intended for creating, managing, and promoting affiliate programs, as well as facilitating Creator engagement with these programs. Your activities on the Platform must align with these authorized purposes.
b) Content Contribution: Users contributing content must own or hold the necessary rights, granting Spliced a perpetual, non-exclusive license to use this content for enhancing the Platform and generating anonymized data.
c) Platform Integrity: Unauthorized use of the Platform may result in account suspension. Due to the public nature of the Platform and internet-based communication risks, sharing personal information is advised against.
5. Prohibited Uses of Spliced and its Content
5.1. Restrictions on Platform Use
a) Integration Limitations: Incorporating Spliced into another website or using it for shared or multi-user services without authorization is forbidden.
b) Automated Tools: The use of robots, scrapers, or any automated means to monitor or copy the Platform’s content is strictly prohibited.
c) Security Measures: Bypassing, circumventing, or overloading Spliced’s security measures, including unauthorized linking or altering the Platform to conceal its origin, is not allowed.
d) Copyright Infringement: Engaging in acts that infringe upon the principles of copyright protection and fair use, as outlined in 17 U.S.C. Sections 106-110, without Spliced’s or the copyright owner’s express written consent is prohibited.
e) Web-Scraping: Any form of web-scraping or unauthorized use of creators’ content is explicitly forbidden.
f) Reporting Misuse: Users are required to report any suspected misuse of the Platform or engagement in prohibited activities immediately.
5.2. Prohibited Content Use
a) Misrepresentation of Endorsement: Using Creator’s Content in a way that implies endorsement or association with any prohibited request, including content that promotes discrimination, violence, abuse, obscenity, racism, pornography, threats, harassment, defamation, vulgarity, libel, or hate, is strictly prohibited.
b) Content Standards: All content posted on Spliced must adhere to high ethical and legal standards, refraining from portrayal, condonation, or encouragement of negative or harmful ideologies.
6. Fees and Payment
6.1. Payment of Fees
a) Platform Fees: Spliced charges Users for services rendered, with fees detailed on the Spliced website or in separate agreements. Users are obligated to pay all applicable fees.
b) Fee Adjustment Rights: Spliced reserves the right to adjust fees at any time. Attempting to avoid fee payment through external transactions is a breach of this Agreement.
c) Consequences of Non-payment: Failure to pay fees may lead to suspension or revocation of access, charges to the User’s payment method, and potential legal action. While Spliced does not guarantee User commission payments, it retains discretion in pursuing non-payment remedies.
6.2. Fee Changes and Payment Processing
a) Fee Obligations: Users must pay all service-associated fees, regularly review their Account and Accepted Requests for applicable charges, and remain informed about fee modifications via account notices or email.
b) Stripe as Payment Processor: Spliced employs Stripe for payment processing. Users consent to Stripe’s Terms of Service and Privacy Policy by utilizing Spliced.
c) Payment Authorization: Users authorize Spliced and Stripe to exchange information and payment instructions necessary for transaction completion. Users must ensure they have the legal right to use their chosen payment methods.
d) Automatic Invoicing: By providing payment details, users authorize automatic invoicing by Stripe for all fees without additional notice.
e) Notification of Payment Information Changes: Users must promptly inform Spliced and Stripe of any updates to their payment information.
f) Tax Responsibility: Users are responsible for any applicable taxes related to their payments and must indemnify Spliced and Stripe against such taxes. Users may need to provide official receipts to prove tax payment.
6.3. Fraudulent Activity
a) Investigation of Fraud: Spliced actively investigates suspected fraudulent activities, including the use of bots, stolen credit cards, or deceptive practices, related to traffic generation or affiliate commissions.
b) Withholding and Forfeiture: Payments for activities suspected of fraud may be withheld during investigations and forfeited upon confirmation of fraudulent behavior.
c) Penalties for Fraud: Users found engaging in fraudulent activities face account suspension or termination, potential legal action, and reporting to relevant authorities.
7. Account Termination and Suspension
a) The Agreement remains in effect as per the terms of any relevant order forms or until terminated by either party, Spliced or the User, following the procedures outlined herein.
b) Spliced may terminate this Agreement if there’s non-payment persisting beyond ten days after notification, for unresolved material breaches within thirty days of notice, or immediately in cases of insolvency, bankruptcy proceedings, or the appointment of a receiver.
c) Termination ends all active rights and obligations, except as needed to fulfill the Agreement’s intent.
d) Spliced reserves the right to suspend access without prior notice for any violations of the Agreement or engagement in prohibited activities, emphasizing the enforcement of terms for compliance and security.
8. Ownership
a) Spliced holds exclusive ownership over all rights, titles, and interests in the Platform, encompassing content, updates, adaptations, translations, customizations, derivative works, and all related intellectual property rights.
b) These rights persist with Spliced and its licensors, and Platform use does not grant users any ownership or additional rights beyond those expressly provided by Spliced.
9. Feedback
a) Grant of Rights: Submitting feedback grants Spliced a comprehensive license to utilize, adapt, and distribute the Feedback, including ideas for new or improved products or services.
b) Profile Information: Your Profile Information may be associated with and used in connection with your Feedback.
c) No Infringement Claims: You agree not to file claims against Spliced related to the use of your Feedback.
d) No Compensation: Acknowledgment that Spliced will not provide compensation for Feedback use.
e) Feedback Removal: Spliced can remove any Feedback at its discretion.
f) Copying Authorization: You allow Spliced to copy your Feedback for posting and storage purposes on the platform.
10. Third-Party Websites and Non-Affiliation Clause
The Platform may link to third-party websites or services, which are accessed and used at the user’s own risk. Spliced is not affiliated with, endorsed by, or connected to platforms like TikTok, Facebook, Instagram, YouTube, etc., and is not responsible for third-party services.
11. Disclaimer of Warranties
a) Platform Provision “As Is”: Spliced offers its platform “as is” and “as available,” explicitly disclaiming any form of express or implied warranties. This disclaimer extends to warranties of merchantability, fitness for a particular purpose, and non-infringement. There is no guarantee provided that the platform will cater to all your requirements, operate without interruptions, remain error-free, or be devoid of viruses. Furthermore, Spliced does not commit to the immediate correction of errors.
b) Independence of Creators and Brands: Creators and Brands operate independently from Spliced. Consequently, Spliced holds no responsibility for the actions of these parties or any affiliate programs associated with them. This independence underscores that any agreements or interactions with Creators and Brands are directly between the users and these entities, without Spliced’s oversight or liability.
c) Third-Party Information: Spliced makes no representations or warranties concerning the accuracy, completeness, or safety of information obtained from third parties or through linked websites. The platform may facilitate access to external sites, but it does not endorse or verify the content found on these sites. Users are cautioned to evaluate the credibility and security of third-party information independently.
d) User Responsibility: The use of the Spliced platform and any associated risks, especially those related to third-party interactions and website links, falls solely on the user. It is the user’s responsibility to navigate these external resources wisely and acknowledge the inherent risks of online engagement.
e) Remedy for Dissatisfaction: Should you find the Spliced platform unsatisfactory, your exclusive remedy is to cease using the platform. This solution highlights the limitation of recourse available to users dissatisfied with the platform’s functionality, content, or user interactions.
12. Waiver and Release
a) Release Scope: You waive any claims against Spliced related to the use of the platform, content, misrepresentations by Creators or Brands, content modifications, social media violations, fee decisions, or legal actions.
b) Third-Party Conduct: Spliced is not liable for any third-party conduct, with users assuming all risks related to such interactions.
13. Limitation of Liability
13.1. Scope of Limitation
a) Damages Exclusion: Spliced, along with its affiliates, employees, or agents, will not be held liable for any form of damages, be they indirect, consequential, or punitive. This includes, but is not limited to, loss of profits, business interruption, loss of information or data, and the costs associated with replacement goods. This limitation stands regardless of the legal theory of liability, even if Spliced has been advised of the possibility of such damages.
13.2. Maximum Liability
a) Fees Cap: The maximum liability of Spliced for any damages arising from the use of the platform is capped at the total amount of fees paid by the user to Spliced in the three months preceding the claim.
13.3. Governing Jurisdiction
a) Platform Operations: Spliced operates and offers the platform from its facilities in Canada, and makes no representation that the platform is appropriate or available for use in other jurisdictions. Users accessing the platform from other jurisdictions do so on their own initiative and are responsible for compliance with local laws.
13.4. Released Claims
a) Waiver and Release: Spliced and its affiliates disclaim any responsibility or liability for claims that have been released as defined in the “Waiver and Release” section of this Agreement.
13.5. Legal Variations
a) Jurisdictional Differences: The exclusions or limitations of liability mentioned may not be permitted in all jurisdictions, meaning they might not apply to you. In such cases, you might have additional rights not detailed in this Agreement.
14. Indemnification
You agree to defend, indemnify, and hold harmless Spliced, its officers, directors, affiliates, partners, employees, agents, successors, and assigns from any liabilities, claims, demands, losses, damages, fines, penalties, or other costs (including reasonable legal and accounting fees) arising from:
a. Your Breaches: Violations of your warranties, representations, or obligations under this Agreement or any related documents.
b. Legal Violations: Any infringement of laws (including privacy laws) or third-party rights (including privacy and intellectual property rights).
c. Affiliate Program Issues: Breaches or failures in fulfilling any Affiliate Program Agreement, or any misrepresentations made by you or on your behalf in these contexts.
15. Protecting Your Privacy and User Data
a) Respect for Privacy:
Spliced prioritizes user privacy and the careful handling of collected information.
b) Prohibited Data Collection:
Upon registering for the Services, you commit not to engage in tracking or collecting personally identifiable information of other users.
c) Privacy Policy:
For comprehensive insights into Spliced’s privacy practices, you are encouraged to review the Privacy Policy available at https://spliced.io/privacy-policy/.
16. Publicity
16.1. Usage of Brand Elements
Spliced reserves the right to use your name, trademarks, and service marks to identify you as a user of Spliced in its website, sales, and marketing materials. This includes the ability to:
a) Promote the Spliced Platform
Highlighting successful creators and their work, using the Spliced website, social media channels, or other marketing materials.
b) Feature User-Generated Content
Showcasing your content with proper attribution, including your name and trademarks.
c) Publicize Collaborations
Using your branding elements to promote any collaborations or partnerships with Spliced.
16.2 License Grant
By agreeing, you provide Spliced a non-exclusive, royalty-free license to use your branding for the purposes mentioned. Ownership of your trademarks and service marks remains with you, with the assurance that Spliced will respect your brand identity.
16.3 Control and Consent
You maintain control over the use of your information for promotional purposes, with the option to request removal from marketing materials and review and approve marketing materials featuring your branding before publication.
17. Governing Law and Dispute Resolution
17.1. Jurisdiction
a) This Agreement is governed by the laws of Ontario, Canada, with exclusive jurisdiction granted to courts in Toronto, Ontario, Canada for any legal actions or proceedings arising from this Agreement.
17.2. Time Limit for Claims
a) Claims against Spliced must be initiated within one year after the cause of action arises.
17.3. Waiver
a) The failure of Spliced to enforce any provision of this Agreement does not waive its right to do so later. Waivers must be explicit and in writing.
17.4. Entire Agreement
a) This Agreement, along with any specific Creator or Brand Agreements and the Privacy Policy, constitutes the entire agreement between you and Spliced regarding the Services.
17.5. Legal Expenses
a) The prevailing party in any legal action to enforce this Agreement is entitled to recover reasonable legal fees and other professional expenses.
17.6. Severability
a) If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect.
17.7. Third-Party Beneficiaries
a) This Agreement does not confer any rights or benefits on third-party beneficiaries.
17.8. Assignment
a) Spliced may assign its rights and obligations under this Agreement without notice.
Complete Agreement and Severability
The Terms of Service, including all legal notices and policies on the Spliced website, along with any direct agreements made with Spliced, form the comprehensive agreement between you and Spliced concerning your use of the platform. This Agreement overrides any previous communications, representations, or agreements, whether they were made in writing or verbally.
Should any part of this Agreement be determined invalid or unenforceable by a court, that specific provision will be nullified, but the rest of the Agreement will continue to be in effect, ensuring the remainder of the terms remain enforceable.
Notices
Spliced communicates notices to users through email, sent to the address provided at registration. This includes any significant updates to the terms or policies affecting your use of the platform.
Account Deletion
You have the autonomy to terminate your account either through the “Delete Account” option within your account settings or by reaching out to support@spliced.io with a request for account deletion.
Assignment
Spliced retains the right to transfer its obligations and rights under this Agreement to another party without requiring your approval. This could occur in various scenarios, including corporate restructuring, sale, or for operational reasons.
Transfer of User Data
In situations where Spliced undergoes a business transition, such as a merger, acquisition, or sale of assets, user data may be part of the assets transferred. This ensures continuity of service and adherence to the terms of engagement as outlined in this Agreement.
