Our Terms of Service

BeTheSomm Inc., App Terms of Use

Last revised: January 9, 2022

Thank you for using BeTheSomm Inc. (“BeTheSomm”, “we”, “our” or “us”)! We’re thrilled that you (“you” or “your”) are here. BeTheSomm offers a platform (the “Platform”) that enables consumers and industry professionals to browse, select and rate wines based on various factors, including special occasions, personal preferences and budget. After you open an account on the Platform, you are able to access services that we may provide to you through or in connection with the Platform (the “Services”). The Platform is accessible through an app named or branded for BeTheSomm (“App”). These Terms of Use (“Terms”) set out certain house rules that we expect you to follow when accessing or using our Platform, Services and App.

BeTheSomm Inc., doing business as SommTM, is a technology and software services company and does not directly sell, resell or deliver alcohol, wine or spirits. Any purchase, sale or delivery of alcohol, wine or spirits through our Platform, the App or our Services is done through our partners who, to the best of BeTheSomm Inc’s knowledge, possess the necessary licenses, permissions and authorizations with the appropriate and applicable regulatory authority (such as the Alcohol and Gaming Commission of Ontario or the Alberta Gaming, Liquor and Cannabis Commission) to perform these services. BeTheSomm Inc. acts as a technology solution that facilitates the purchase, sale or delivery, but does not in and of itself sell, resell or deliver any alcohol, wine or spirits. FOR GREATER CERTAINTY, BETHESOMM INC IS NOT, AND DOES NOT PURPORT TO BE, A RETAILER OR AGENT OF ALCOHOL, WINE OR SPIRITS.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BETHESOMM. THESE TERMS GOVERN YOUR ACCESS TO THE PLATFORM AND THE SERVICES. BY SIGNING UP FOR AN ACCOUNT, BY DOWNLOADING THE APP, OR BY USING THE PLATFORM OR THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS (INCLUDING THE LINKED DOCUMENTS REFERRED TO IN THESE TERMS), AS REVISED FROM TIME TO TIME. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM OR THE SERVICES. IF YOU ARE DISSATISFIED WITH THESE TERMS OR ANY OTHER TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE PLATFORM OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE PLATFORM, THE SERVICES, AND THE APP. YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE USING THE PLATFORM, THE SERVICES, OR THE APP ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM, THE SERVICES, OR THE APP.

These Terms are effective on the earlier of the date (a)you click to accept these Terms, or (b)you first sign up for an account, download the App, or otherwise use the Platform or the Services. You acknowledge the Privacy Statement, as revised from time to time.

Your Account. You must register for a BeTheSomm account to use the Platform, the Services, and the App. You must provide the information reasonably requested by BeTheSomm for that purpose. You represent and warrant to BeTheSomm that you have not misrepresented any information that you have provided to BeTheSomm in connection with your account. You are responsible for maintaining the confidentiality of your user name and password. BeTheSomm recommends that you use a strong password and that you change it frequently. You agree not to disclose your user name or password to any third party. BeTheSomm may reject, or require that you change, your user name or password. You are solely responsible for all activities that occur under your account. If you become aware of any unauthorized use of your account, you must notify BeTheSomm immediately. It is your responsibility to update or change your account information, as appropriate.

Your Privacy and Personal Information. For a summary of how BeTheSomm collects, uses and discloses personal information, please see BeTheSomm’s Privacy Statement. When you use the Platform, the Services, and the App, you may also interact with others. The others with whom you interact may also collect, use and disclose your personal information. BeTheSomm’s Privacy Statement only describes how BeTheSomm collects, uses and discloses your personal information. To understand how others with whom you interact collect, use and disclose your personal information, you must review their privacy statements.

License. BeTheSomm grants you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the App to access and use the end user functionality of the Platform and the Services, and the end user content that is available on the Platform and the Services (“Content”), subject to and conditional on your continued compliance with the terms and conditions of these Terms. These Terms permit you to use the Platform, the Services, and the App for your personal use only, and not for any commercial purpose.

Unacceptable Use. You will not (a) make the Platform, Services, Content or App available to, or use the Platform, Services, Content or App for the benefit of, anyone other than yourself, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Platform, Services, Content or App, or include the Platform, Services, Content or App in a service bureau or outsourcing offering, (c) use the Platform, Services, Content and App to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, including intellectual property rights and privacy rights, (d) use the Platform, Services, Content, or App to send spam, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data (“Malicious Code”), (e) interfere with or disrupt the integrity or performance of the Platform, Services, Content or App, (f) attempt to gain unauthorized access to the Platform, Services or Content or their related systems or networks, (g) access or use any BeTheSomm intellectual property except as permitted under these Terms, (h) copy or make derivative works from all or any part of the Platform, Services, Content or App or any part, feature, function or user interface of the Platform, Services, Content or App, (i) frame or mirror any part of the Platform, Services or Content, or otherwise incorporate any portion of the Platform, Services, Content or App into any product or service, (j) access or use the Platform, Services, Content or App in order to build a competitive product or service or to benchmark with a non-BeTheSomm product or service, (k) reverse engineer the Platform, Services, Content or App, or any software used to provide them (to the extent such restriction is permitted by applicable laws), (l) access or use any part of the Platform, Services or Content that is (expressly or implicitly) not intended for use by you, (m) use any non-BeTheSomm automation code in relation to the Platform, Services or Content (including any “bot” or “spider”), (n) collect or harvest any information from the Platform, Services or Content in a bulk or systematic way, (o) remove, alter, or obscure any proprietary notices on the Platform, Services, Content or App, (p) probe, scan, or test the vulnerability of the Platform, Services, Content, or App or any network connected to them, or breach the security or authentication measures on them or on any network connected to them, (q) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the Platform or Services, (r) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Services or any systems or networks connected to them, or (s) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message you send to BeTheSomm or any other person on or through the Platform, Services, Content or App.

Submitting Information through the Platform. Certain parts of the Platform and Services enable you to provide information to BeTheSomm. You represent, warrant and agree that (a) all information you provide on or through the Platform (each, a “Submission”) will be true, accurate and complete, (b) you will update each Submission as necessary so that it remains true, accurate and complete at all times, (c) you will not impersonate any person when making a Submission, (d) BeTheSomm is entitled to rely on your Submissions, (e) you will only include the personal information of another individual in your Submission if you have the express permission of that individual or if you are otherwise entitled to do so at law, (f) you will not include any statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way infringes on the rights of others, that is bigoted, hateful, or racially offensive, or that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person, (g) you have obtained at your own expense all necessary consents, rights and permissions required to grant to BeTheSomm the license provided below, and (h) you will not include in any Submission or otherwise transmit any Malicious Code. By making a Submission, you thereby grant to BeTheSomm an irrevocable, unlimited, sublicensable (through multiple tiers), transferable, royalty-free, worldwide, perpetual license to use, copy, distribute, modify, make derivative works from, and disclose the information and any other content in the Submission, for any purpose whatsoever, and you hereby waive all related moral rights. For a summary of how BeTheSomm collects, uses and discloses personal information that might be included in a Submission, please see BeTheSomm’s Privacy Statement.

Apple App Store. The following applies to any App you obtain from the Apple App Store (an “Apple App”): You acknowledge and agree that these Terms are solely between you and BeTheSomm, and not with Apple, Inc. (“Apple”) and BeTheSomm, not Apple, is solely responsible for the Apple App and the content thereof. You may only use the Apple App on Apple branded products that you own or control. You must comply with the App Store Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the App Store Terms of Service, the term of the App Store Terms of Service will prevail. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App. In the event of any failure of the Apple App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App (if any) to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to BeTheSomm as the supplier of the Apple App. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple App or your possession and/or use of the Apple App, including, but not limited to (a) product liability claims, (b) any claim that the Apple App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to BeTheSomm as supplier of the Apple App. You acknowledge that, in the event of any third-party claim that the Apple App or your possession and use of the Apple App infringes that third party’s intellectual property rights, BeTheSomm, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the U.S. Code of Federal Regulations, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If you have any questions, complaints or claims with respect to the Apple App, you may direct them to BeTheSomm Inc. at legal@somm.io. You agree to comply with all applicable third party terms of agreement when using the Apple App, including your wireless data service agreement. You and BeTheSomm acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and you will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

Google Play Store. The following applies to any App you obtain through the Google Play Store (a “Google App”): You acknowledge and agree that these Terms are solely between you and BeTheSomm, and not with Google, Inc. or any of its subsidiaries (collectively, “Google”). You must comply with Google’s then-current Google Play Terms of Service. In the event of any inconsistency between a term of these Terms and a term of the Google Play Terms of Service, the term of the Google Play Terms of Service will prevail. Google is only a provider of the Google Play Store where you obtained the Google App. BeTheSomm, and not Google, is solely responsible for the Google App. Google has no obligation or liability to you with respect to the Google App or these Terms. You acknowledge and agree that Google is a third-party beneficiary of these Terms.

Mobile Device Data Charges. You are solely responsible for any data charges and similar fees associated with your use of the App or the Services through a mobile device.

Reservation of BeTheSomm Rights. BeTheSomm and its licensors have and will retain all right, title and interest in and to the Platform, Services, Content and the App, and the software and systems used to provide them (including all patent, copyright, trademark, trade secret and other intellectual property rights), and all copies, modifications and derivative works of any of them. You acknowledge that you are obtaining only a limited right to access and use the Platform, Services, Content, and the App. No rights are granted to you under these Terms other than as expressly set forth in these Terms. Without limitation, you have no right to use any trademarks owned or used by BeTheSomm.

Open Source. The App may contain or be provided together with free or open source software. Notwithstanding the sections titled “License” and “Reservation of BeTheSomm Rights”, each item of free or open source software is subject to its own applicable license terms. Copyrights to the free and open source software are held by the respective copyright holders indicated therein.

License to Use Your Feedback. You grant to BeTheSomm and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by you.

Links to Other Sites. The Platform, Services or Content may provide links to other sites on the Internet for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by BeTheSomm and are maintained by third parties over which BeTheSomm exercises no control. Accordingly, BeTheSomm expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party.

Content, Functionality and Access. BeTheSomm may at any time, with or without notice, without liability, and for any reason (a) remove any Content from the Platform or Services, (b) remove any functionality from the Platform or Services, (c) change any functionality on the Platform or Services, (d) modify any App, and (e) deny any person access to the Platform or Services. BeTheSomm furthermore reserves the right to take any action related to the Platform, Services, Content or App that is required to comply with applicable law.

Disclaimer of Warranties and Limitation of Liability.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

THE PLATFORM, SERVICES, CONTENT, AND APP ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOUR USE OF THE PLATFORM, SERVICES, CONTENT AND APP IS AT YOUR OWN RISK. BETHESOMM DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN CONNECTION WITH THE PLATFORM, SERVICES, CONTENT AND APP, INCLUDING ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, AND NON-INFRINGEMENT. BETHESOMM MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM, SERVICES, CONTENT AND APP WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, OR THAT THE PLATFORM, SERVICES, CONTENT OR APP WILL BE SECURE, OR THAT THE APP OR ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE PLATFORM, SERVICES AND CONTENT WILL BE FREE OF MALICIOUS CODE. BETHESOMM IS NOT RESPONSIBLE FOR THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE PLATFORM OR THE SERVICES. BETHESOMM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY THIRD PARTY WEBSITES OR RELATED CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE PLATFORM, SERVICES OR CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, SERVICES, CONTENT, OR APP IS TO STOP USING THEM.

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF BETHESOMM (AND BETHESOMM’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS AND AGENTS) FOR ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) (COLLECTIVELY “LOSSES”) TO YOU RELATED TO THE PLATFORM, SERVICES, CONTENT OR APP, OR THESE TERMS, EXCEED THE LESSER OF (A) THE DIRECT DAMAGES SUFFERED BY YOU, AND (B) $100. ANY ACTION COMMENCED BY YOU AGAINST BETHESOMM MUST BE BROUGHT WITHIN 12 MONTHS OF THE CAUSE OF ACTION ARISING.

IN NO EVENT WILL BETHESOMM (OR BETHESOMM’S DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SUPPLIERS OR AGENTS) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF REVENUE, SAVINGS, INCOME, BUSINESS, PROFIT, GOODWILL OR REPUTATION WHATSOEVER BASED ON ANY LEGAL THEORY (INCLUDING TORT OR NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

Indemnity. You will indemnify and hold BeTheSomm (and BeTheSomm’s directors, officers, employees, partners, suppliers and agents) harmless from all Losses arising from your use of the Platform, Services, Content or App, or your breach of any of these Terms, and from all Losses resulting from any Submission that is untrue, inaccurate or incomplete.

Termination and Suspension. If you fail to comply with these Terms, then, without limiting any other right or remedy available to BeTheSomm, BeTheSomm may suspend or terminate your license to use all or any part of the Platform, Services, Content or App, with or without notice to you, and without any liability to you or any other person. BeTheSomm may suspend or terminate your license to use all or any part of the Platform, Services, Content or App, at any time, for any reason or no reason, with or without notice to you, and without any liability to you or any other person. If BeTheSomm terminates or suspends your license to use all or any part of the Platform and/or some or all of the Services, Content, or App, then these Terms will nevertheless continue to apply in respect of your use prior to such termination or suspension.

Export Controls. These Terms are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America or Canada of the App or any of the Platform, Services or Content, or any information about any of them, which may be imposed from time to time by the governments of the United States of America or Canada. You shall not export the App or any of the Platform, Services or Content, or any information about any of them without the prior written consent of BeTheSomm and compliance with such laws, regulations, orders and other restrictions. You represent and warrant that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.

Amendments. The “last updated” legend above indicates when these Terms were last amended. BeTheSomm may unilaterally amend all or any part of these Terms at any time by updating these Terms on the Platform. We will provide you with notice of the proposed amendments by posting an amended version of these Terms with a new version date. We will include a link to the previous version of the Terms beneath the new version date. The amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of the Terms will continue to apply. If you disagree with any amendments, you may refuse the amendments and cease using the Platform, Services, Content and App within the 30-day notice period, or up to 30 days after the notice period expires, if we have changed these Terms in a way that increases your obligations or reduces our own. There will be no cost or penalty for doing so. If you continue to access or use the Platform, Services, Content or App after the applicable 30-day period, you thereby agree to the amended Terms. You agree to review these Terms regularly to determine your rights and responsibilities.

Governing Law & Dispute Resolution. These Terms, and any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the App, the Services or the Content, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, shall be governed by and interpreted according to the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to any conflicts of law rules that might apply the laws of any other jurisdiction. Any dispute or claim arising out of or relating to this Agreement will be referred to and finally resolved by arbitration under the Arbitration Act (Ontario) or the International Commercial Arbitration Act (Ontario), as applicable. The arbitration will take place in Toronto, Ontario, unless the parties agree otherwise. You agree that good faith negotiations and arbitration will all be without recourse to the courts and that the award of the arbitrator will be final and binding, except that: (a) either party may appeal an arbitration award to the courts of Ontario on a question of law; and (b) either party may apply to the courts of Ontario for an interim measure of protection or for any order for equitable relief which the arbitrator does not have the jurisdiction to provide.

Injunction. You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable harm to BeTheSomm, such harm would not be quantifiable in monetary damages, and BeTheSomm would not have an adequate remedy at law. You agree that BeTheSomm shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach, threatened or actual, of your obligations under any provision of these Terms, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that BeTheSomm post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to BeTheSomm to enforce any provision of these Terms.

Class Action Waiver. Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Platform, the Services, the Content or the App, or (b) these Terms, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor BeTheSomm will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.

Entire Agreement. These Terms represent the entire agreement between you and BeTheSomm with respect to use of the App, Services and Content, and they supersede all prior or contemporaneous terms, agreements, communications and proposals, whether electronic, oral, or written between you and BeTheSomm with respect to any of the foregoing.

General. If any provision of these Terms is unlawful, void or unenforceable, then that provision shall be deemed severed from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. All rights and remedies of BeTheSomm granted or recognized in these Terms are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time and from time to time independently or in any combination. In these Terms (a) references to currency are to the lawful money of Canada, (b) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies and all other organizations and entities recognized by law, and (c) “including” (and similar variations) means including without limitation. Failure by BeTheSomm to insist on strict performance of any of the terms or conditions of these Terms will not operate as a waiver by BeTheSomm of that or any subsequent default or failure of performance. BeTheSomm’s affiliates, BeTheSomm’s directors, officers, employees, partners, suppliers and agents, are third party beneficiaries of the sections titled “Disclaimer of Warranties”, “Limitation of Liability”, “No Claim for Certain Damages” and “Indemnity”. Apple, Google and their subsidiaries are third party beneficiaries of these Terms. There are no other third party beneficiaries of these Terms. You may not assign these Terms without the prior written consent of BeTheSomm. BeTheSomm may assign these Terms without restriction. These Terms will enure to the benefit of and will be binding on you and BeTheSomm and your and its respective successors and permitted assigns.