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GENERAL TERMS & CONDITIONS FOR USE OF THE TAROT EXPERIENCE VR
These General Terms and Conditions (“Terms”) govern the use and the provision of The Tarot Experience VR (“THE EXPERIENCE”) by The Tarot experience VR Limited (“SUPPLIER”) to the Customer. By accepting these Terms as part of an offer for or order of THE EXPERIENCE, the Customer accepts these Terms and agrees to abide by them.
The Customer is licensed to use THE EXPERIENCE on the basis of these Terms. SUPPLIER does not sell THE EXPERIENCE to the Customer and remains the owner of THE EXPERIENCE (and all software contained therein) at all times.
1. Definitions
-As used in the Agreement, the following capitalized terms shall have the meaning set out below.
-“Agreement” means the Order and any appendices attached thereto as well as any documents or terms referenced in the Order (including without limitation these Terms).
-“Customer” means the entity specified in the Order that has ordered THE EXPERIENCE.
-“Feedback” means the results of any evaluation of THE EXPERIENCE by the Customer, including the Customer’s opinions, observations, comments, criticisms, and suggested improvements, whether in written or oral form.
-“General Usage Data” means general and anonymous usage, statistical and aggregate data pertaining to the Customer’s or its users’ use of THE EXPERIENCE (including anonymous analysis of Customer Materials).
-“Intellectual Property Rights” means copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights wherever in the world arising including without limitation applications for any of the aforesaid.
-“Licence and Service Fees” mean the fees payable for the provision of THE EXPERIENCE to the Customer as further agreed in the Agreement.
-“Order” means a written (including electronic form) order or offer regarding Customer’s purchase of a right to use THE EXPERIENCE as executed between the Customer and SUPPLIER, including orders made per email and including offers for THE EXPERIENCE by SUPPLIER, accepted by the Customer by signature, online acceptance or otherwise.
-“Party” means the Customer or SUPPLIER (jointly the “Parties”).
-“Subscription Period” means the term during which the Customer is entitled to use and has access to THE EXPERIENCE as further agreed in the Agreement.
2. Use of THE EXPERIENCE
2.1 Provision of THE EXPERIENCE
-Subject to the terms and conditions of the Agreement and the due payment of any applicable fees, SUPPLIER hereby grants to the Customer and the Customer hereby accepts a limited, non-exclusive, license and right for the Customer to use THE EXPERIENCE as provided in the Agreement. Such license shall be limited to the Subscription Period and not be assignable or sub-licensable unless specified in the Agreement.
-SUPPLIER may monitor the Customer’s compliance in THE EXPERIENCE.
2.2 Usage restrictions
-The Customer is not permitted and shall not permit others to do any of the following:
copy, modify, distribute, rent, sub-license, sell, lease THE EXPERIENCE or otherwise make them available to or grant access to third parties without the prior written consent of SUPPLIER;
circumvent or try to circumvent any usage control or anti-copy functionalities of THE EXPERIENCE;
reverse engineer or decompile THE EXPERIENCE or access the source code thereof, except as permitted by law, provided, however, that this limitation shall only apply to those parts of THE EXPERIENCE and the source code thereof that are proprietary to THE EXPERIENCE and does not limit the application of permissive terms and conditions pertaining to any third party components used in THE EXPERIENCE;
use THE EXPERIENCE in violation of applicable law;
use THE EXPERIENCE other than to make available the immersive experience defined in the Agreement;
use THE EXPERIENCE in ways that violate Intellectual Property Rights, business secrets, or privacy rights of third parties;
use THE EXPERIENCE for the purposes of reselling THE EXPERIENCE to third parties;
use THE EXPERIENCE in conjunction with content not supplied by SUPPLIER; and
remove any product identification, copyright, trademark or other notice from THE EXPERIENCE.
-SUPPLIER shall have the right to deny the Customer’s use of THE EXPERIENCE without any prior notice to and without liability to the Customer, if SUPPLIER suspects that the Customer uses THE EXPERIENCE in violation of the terms of the Agreement.
2.3 General obligations of Customer
-The Customer is responsible for acquiring any and all network connections and all technical equipment required for using THE EXPERIENCE and is liable for any costs thereof.
-The Customer shall indemnify and hold SUPPLIER harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) (“Losses”) associated with any claim or action brought against SUPPLIER that may arise from the Customer’s and its users’ use of THE EXPERIENCE as contemplated by the Agreement, including claims that the Customer Materials infringe the Intellectual Property Rights of third parties or violates the privacy rights of any individual under applicable laws, except to the extent Losses arise out of in connection with any breach by SUPPLIER of this Agreement.
3. Acceptance and Security
3.1 Accepting the Agreement
-The person accepting the Agreement represents that it has the authority to bind the Customer to the Agreement.
-The Customer shall ensure that all details provided regarding the Customer’s contact information and billing information where applicable, are correct and undertakes to update such information as soon as possible in case such information has changed.
3.2 Security and unauthorized use
-The Customer shall use all reasonable endeavours to prevent unauthorised access to, or use of, THE EXPERIENCE. The Customer shall ensure that any URLs, username, passwords, and equivalent information obtained by the Customer in conjunction with use of THE EXPERIENCE are kept confidential and stored and used in a secure manner and cannot be accessed or used by third parties.
-Where it is suspected that any unauthorized person has become aware of a confidential URL, username and/or password, the Customer shall immediately inform SUPPLIER thereof and change such username and/or password.
-The Customer shall be liable for any use of THE EXPERIENCE with the usernames and/or passwords of the Customer.
4. Data
4.1 Liability for Customer Materials
The Customer shall be responsible for the Customer Materials and shall be liable for ensuring that Customer Materials does not infringe any third-party rights or violate applicable legislation, and that the Customer possesses such necessary licences and permissions from third parties as may be required in order to use the Customer Materials as set out herein.
4.2 Personal Data
-In case use of THE EXPERIENCE requires personal data to be processed by SUPPLIER as a data processor, such processing of personal data shall be governed by a Swamp’s privacy policy which can be found at www.the-tarot-experience-vr.com/privacy-policy-2023
4.3 General Usage Data
-SUPPLIER shall have the right to generate and obtain General Usage Data from the Customer’s and its users’ use of THE EXPERIENCE for the purposes of e.g. developing and improving THE EXPERIENCE. The Intellectual Property Rights and title to General Usage Data shall belong to SUPPLIER. For clarity, General Usage Data shall not in any event be used in a manner that identifies the Customer or any user of THE EXPERIENCE or any natural person or any Customer Materials.
5. Provision of THE EXPERIENCE
5.1 Availability
-The Customer understands that THE EXPERIENCE may be inaccessible, unavailable or inoperable for any reason including maintenance. SUPPLIER shall at all times have the right to temporarily suspend the provision of THE EXPERIENCE.
-The Customer acknowledges that interruptions to the availability of THE EXPERIENCE may also occur, for example, in the event of data connection or network disruptions or in case of interruptions in third-party services incurred by SUPPLIER, the Customer or users. -SUPPLIER shall be in no manner liable for any such interruption.
5.2 Changes to THE EXPERIENCE
-SUPPLIER may at its sole discretion at any time modify and update THE EXPERIENCE or parts of it and reserves the right to implement new versions of THE EXPERIENCE.
5.3 Maintenance
-During the live period, SUPPLIER will carry out weekly checks on THE EXPERIENCE and will respond to any issues within a 24 hour period. It will use reasonable endeavours to remedy them as soon as reasonably possible. Issues should be notified to SUPPLIER at contact@astrolabe-immersive.com
6. Fees and Payment
6.1 Licence and Service Fees
-In consideration of Customer’s use of THE EXPERIENCE, the Customer shall pay the Licence and Service Fees to SUPPLIER set out in the Order.
-All prices are exclusive of VAT and any other applicable taxes or fees/payment charges imposed by public authorities or financial institutions from time to time. Such taxes and fees shall be added to the prices and be borne by the Customer.
-All payments made in accordance with the Agreement are non-refundable. In the event of early termination, the Customer shall not be entitled to a refund of any prepaid fees.
6.2 Price adjustments
SUPPLIER shall be entitled to adjust the fees and charges of THE EXPERIENCE (excluding, however, the price of any perpetual licenses obtained by Customer) at any time.
7. Confidentiality
-Neither Party shall disclose to third parties any material or information received from the other Party or through the use of THE EXPERIENCE and marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than those stated in the Agreement.
-Customer Materials are confidential information and the confidentiality obligations stated herein shall apply.
-The confidentiality obligations shall, however, not be applied to material or information, (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality as verified by the written records of such Party; or (c) which a Party has independently developed without using material or information received from the other Party as verified by the written records of such Party; (d) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (d), the Party so obliged shall (if lawful) promptly inform the other Party of such disclosure and limit it to what is absolutely necessary.
-The rights and responsibilities under this Section 7 shall survive the expiry or termination of the Agreement for a period of 5 years after the expiry or termination of the Agreement.
8. Intellectual Property Rights
8.1 Ownership of Intellectual Property Rights to Glue
-All Intellectual Property Rights in or related to THE EXPERIENCE and related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of SUPPLIER or its licensors.
-Except as expressly stated herein, the Agreement does not grant the Customer any Intellectual Property Rights in THE EXPERIENCE and all rights not expressly granted hereunder are reserved by SUPPLIER and its subcontractors/licensors.
8.2 Feedback
-If the Customer supplies to SUPPLIER any Feedback (including all suggestions, comments, feedback, ideas, source code, and/or know-how), the Customer hereby grants to SUPPLIER a perpetual, irrevocable, royalty free, non-exclusive, worldwide licence (with the right to assign and sub-license to use, copy and modify the Feedback for the purposes of: (i) supporting the Customer in connection with the Agreement; and (ii) developing and improving THE EXPERIENCE, which may incorporate the Feedback including, but not limited to, correction of errors and debugging THE EXPERIENCE.
8.3 Infringement of third party IPR
-At any time, if SUPPLIER reasonably deems or is notified that any part of THE EXPERIENCE infringes the Intellectual Property Rights of any third party, SUPPLIER has the right at its own option and expense to: (i) modify/replace THE EXPERIENCE to circumvent the infringement; or (ii) procure for the Customer a licence from the third party in question. If none of the aforementioned alternatives are reasonably possible, SUPPLIER shall have the right to terminate the Agreement and SUPPLIER shall refund to the Customer the prices paid for THE EXPERIENCE by the Customer less the price corresponding the time the Customer has been able to use THE EXPERIENCE in accordance with the Agreement. This paragraph sets out SUPPLIER’s entire liability in the event of any infringement.
-SUPPLIER shall, however, not be liable for any infringement or claim thereof if the claim: (i) is caused by any breach of the Agreement by the Customer or misuse of THE EXPERIENCE by any user; (ii) has resulted from the Customer’s or its user’s use or modification of or addition to THE EXPERIENCE (including the Customer’s disposition of Customer Materials in THE EXPERIENCE); or (iii) could have been avoided by using the latest version of THE EXPERIENCE provided by SUPPLIER.
9. Warranty
-SUPPLIER warrants that, subject to compliance with the Agreement use of THE EXPERIENCE in accordance with SUPPLIER’s instructions, subject to successful acceptance under Section 2.1, THE EXPERIENCE shall, for the Subscription Period or 12 calendar months from successful acceptance (whichever is the shorter), THE EXPERIENCE shall operate materially in accordance with the specification therefor and be, so far as SUPPLIER is aware, free from viruses. All other warranties, to the extent permitted by applicable law, either express or implied, including but not limited to the implied warranties of merchantability, and non-infringement, and fitness for a particular purpose, or accuracy or reliability of results from use of THE EXPERIENCE, that THE EXPERIENCE will meet specific requirements, that THE EXPERIENCE will be uninterrupted, completely secure, free of software errors, defects and failures, are hereby expressly excluded.
10. Limitation of Liability
-Neither Party shall be liable to the other Party for any indirect or consequential damages, including loss of profits, loss of business, loss of data or interruption business.
-SUPPLIER’s total aggregate liability under or in connection with the Agreement shall be limited to 50% of the fees the Customer has paid for THE EXPERIENCE during the 6-month period preceding the claim for damages, negligence, fraud or in any other manner precluded by law.
11. Term and Termination
-The Agreement shall enter into force upon acceptance. The Agreement shall stay in force until the Agreement is terminated as set out below.
-Unless the Parties have agreed on a separate term and termination provisions in the Order, the Agreement shall continue for the Subscription Period and may be terminated without cause at any moment with a 60 days’ prior notice to the other Party.
-Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Agreement without liability to the other if: (i) the other Party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or (ii) the other Party is dissolved or liquidated, is declared bankrupt or otherwise becomes the subject to other insolvency proceedings. In this context a material breach by the Customer includes, without limitation, failure to pay any sun due hereunder (including interest accrued as aforesaid).
-The provisions of the Agreement which by their nature reasonably should survive the termination or expiration of the Agreement shall survive any expiration or termination of the Agreement.
12. Miscellaneous
12.1 Notices
-Any notice or other written communication to be given by the Customer to SUPPLIER under the Agreement shall be in English and sent by email to the email address stated in the Order. Notices shall be deemed served 1 business day after transmission.
-Any notice or other written communication to be given by SUPPLIER to the Customer under the Agreement shall be in English and sent by email to the email address indicated in the Order.
-If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.
12.1 Export Restrictions
-The Customer agrees to comply with any export restrictions in force in any jurisdiction that may be applied to the provision of THE EXPERIENCE hereunder.
12.2 Entire Agreement
-The Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof, and constitutes the entire agreement between the Parties relating to the subject matter hereof. These Terms will prevail over any other contract terms in the Order unless such terms expressly provide otherwise.
12.3 Severance
-If any provision of the Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.
12.4 Headings
-Headings used in the Agreement are for convenience only and do not alter the meaning or interpretation of any provision herein.
12.5 Amendments
-Save as expressly provided, SUPPLIER is entitled to amend the Agreement by providing the Customer with at least 60 days’ prior notice. If the Customer does not accept the change made by SUPPLIER to the Agreement, the Customer has the right to terminate the Agreement by notifying SUPPLIER thereof in writing prior to the effective date of such change.
12.6 Assignment
-SUPPLIER shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or business partner or successor or to a purchaser or acquirer of its business assets relating to THE EXPERIENCE without the Customer’s prior consent.
-The Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or part without the prior written consent of SUPPLIER.
12.7 Force Majeure
-Both Parties shall be excused and shall not be responsible for any failure to comply with the terms of the Agreement due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, pandemic, quarantine restriction, labour dispute except within either Party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, act of any government or any agency thereof, judicial action or act.
-Where a Party’s performance is prevented for a period in excess of one month due to an event as stated above, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.
12.8 Applicable law and jurisdiction
-The Agreement shall be governed by and construed in accordance with the laws of England and the place of performance of the Agreement is England.
-Any dispute arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the English courts provided that SUPPLIER may apply for an injunction of other interim relief and enforce a judgment awarded it by the English courts in any court of competent jurisdiction.
These General Terms and Conditions (“Terms”) govern the use and the provision of The Tarot Experience VR (“THE EXPERIENCE”) by The Tarot experience VR Limited (“SUPPLIER”) to the Customer. By accepting these Terms as part of an offer for or order of THE EXPERIENCE, the Customer accepts these Terms and agrees to abide by them.
The Customer is licensed to use THE EXPERIENCE on the basis of these Terms. SUPPLIER does not sell THE EXPERIENCE to the Customer and remains the owner of THE EXPERIENCE (and all software contained therein) at all times.
1. Definitions
-As used in the Agreement, the following capitalized terms shall have the meaning set out below.
-“Agreement” means the Order and any appendices attached thereto as well as any documents or terms referenced in the Order (including without limitation these Terms).
-“Customer” means the entity specified in the Order that has ordered THE EXPERIENCE.
-“Feedback” means the results of any evaluation of THE EXPERIENCE by the Customer, including the Customer’s opinions, observations, comments, criticisms, and suggested improvements, whether in written or oral form.
-“General Usage Data” means general and anonymous usage, statistical and aggregate data pertaining to the Customer’s or its users’ use of THE EXPERIENCE (including anonymous analysis of Customer Materials).
-“Intellectual Property Rights” means copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights wherever in the world arising including without limitation applications for any of the aforesaid.
-“Licence and Service Fees” mean the fees payable for the provision of THE EXPERIENCE to the Customer as further agreed in the Agreement.
-“Order” means a written (including electronic form) order or offer regarding Customer’s purchase of a right to use THE EXPERIENCE as executed between the Customer and SUPPLIER, including orders made per email and including offers for THE EXPERIENCE by SUPPLIER, accepted by the Customer by signature, online acceptance or otherwise.
-“Party” means the Customer or SUPPLIER (jointly the “Parties”).
-“Subscription Period” means the term during which the Customer is entitled to use and has access to THE EXPERIENCE as further agreed in the Agreement.
2. Use of THE EXPERIENCE
2.1 Provision of THE EXPERIENCE
-Subject to the terms and conditions of the Agreement and the due payment of any applicable fees, SUPPLIER hereby grants to the Customer and the Customer hereby accepts a limited, non-exclusive, license and right for the Customer to use THE EXPERIENCE as provided in the Agreement. Such license shall be limited to the Subscription Period and not be assignable or sub-licensable unless specified in the Agreement.
-SUPPLIER may monitor the Customer’s compliance in THE EXPERIENCE.
2.2 Usage restrictions
-The Customer is not permitted and shall not permit others to do any of the following:
copy, modify, distribute, rent, sub-license, sell, lease THE EXPERIENCE or otherwise make them available to or grant access to third parties without the prior written consent of SUPPLIER;
circumvent or try to circumvent any usage control or anti-copy functionalities of THE EXPERIENCE;
reverse engineer or decompile THE EXPERIENCE or access the source code thereof, except as permitted by law, provided, however, that this limitation shall only apply to those parts of THE EXPERIENCE and the source code thereof that are proprietary to THE EXPERIENCE and does not limit the application of permissive terms and conditions pertaining to any third party components used in THE EXPERIENCE;
use THE EXPERIENCE in violation of applicable law;
use THE EXPERIENCE other than to make available the immersive experience defined in the Agreement;
use THE EXPERIENCE in ways that violate Intellectual Property Rights, business secrets, or privacy rights of third parties;
use THE EXPERIENCE for the purposes of reselling THE EXPERIENCE to third parties;
use THE EXPERIENCE in conjunction with content not supplied by SUPPLIER; and
remove any product identification, copyright, trademark or other notice from THE EXPERIENCE.
-SUPPLIER shall have the right to deny the Customer’s use of THE EXPERIENCE without any prior notice to and without liability to the Customer, if SUPPLIER suspects that the Customer uses THE EXPERIENCE in violation of the terms of the Agreement.
2.3 General obligations of Customer
-The Customer is responsible for acquiring any and all network connections and all technical equipment required for using THE EXPERIENCE and is liable for any costs thereof.
-The Customer shall indemnify and hold SUPPLIER harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) (“Losses”) associated with any claim or action brought against SUPPLIER that may arise from the Customer’s and its users’ use of THE EXPERIENCE as contemplated by the Agreement, including claims that the Customer Materials infringe the Intellectual Property Rights of third parties or violates the privacy rights of any individual under applicable laws, except to the extent Losses arise out of in connection with any breach by SUPPLIER of this Agreement.
3. Acceptance and Security
3.1 Accepting the Agreement
-The person accepting the Agreement represents that it has the authority to bind the Customer to the Agreement.
-The Customer shall ensure that all details provided regarding the Customer’s contact information and billing information where applicable, are correct and undertakes to update such information as soon as possible in case such information has changed.
3.2 Security and unauthorized use
-The Customer shall use all reasonable endeavours to prevent unauthorised access to, or use of, THE EXPERIENCE. The Customer shall ensure that any URLs, username, passwords, and equivalent information obtained by the Customer in conjunction with use of THE EXPERIENCE are kept confidential and stored and used in a secure manner and cannot be accessed or used by third parties.
-Where it is suspected that any unauthorized person has become aware of a confidential URL, username and/or password, the Customer shall immediately inform SUPPLIER thereof and change such username and/or password.
-The Customer shall be liable for any use of THE EXPERIENCE with the usernames and/or passwords of the Customer.
4. Data
4.1 Liability for Customer Materials
The Customer shall be responsible for the Customer Materials and shall be liable for ensuring that Customer Materials does not infringe any third-party rights or violate applicable legislation, and that the Customer possesses such necessary licences and permissions from third parties as may be required in order to use the Customer Materials as set out herein.
4.2 Personal Data
-In case use of THE EXPERIENCE requires personal data to be processed by SUPPLIER as a data processor, such processing of personal data shall be governed by a Swamp’s privacy policy which can be found at www.the-tarot-experience-vr.com/privacy-policy-2023
4.3 General Usage Data
-SUPPLIER shall have the right to generate and obtain General Usage Data from the Customer’s and its users’ use of THE EXPERIENCE for the purposes of e.g. developing and improving THE EXPERIENCE. The Intellectual Property Rights and title to General Usage Data shall belong to SUPPLIER. For clarity, General Usage Data shall not in any event be used in a manner that identifies the Customer or any user of THE EXPERIENCE or any natural person or any Customer Materials.
5. Provision of THE EXPERIENCE
5.1 Availability
-The Customer understands that THE EXPERIENCE may be inaccessible, unavailable or inoperable for any reason including maintenance. SUPPLIER shall at all times have the right to temporarily suspend the provision of THE EXPERIENCE.
-The Customer acknowledges that interruptions to the availability of THE EXPERIENCE may also occur, for example, in the event of data connection or network disruptions or in case of interruptions in third-party services incurred by SUPPLIER, the Customer or users. -SUPPLIER shall be in no manner liable for any such interruption.
5.2 Changes to THE EXPERIENCE
-SUPPLIER may at its sole discretion at any time modify and update THE EXPERIENCE or parts of it and reserves the right to implement new versions of THE EXPERIENCE.
5.3 Maintenance
-During the live period, SUPPLIER will carry out weekly checks on THE EXPERIENCE and will respond to any issues within a 24 hour period. It will use reasonable endeavours to remedy them as soon as reasonably possible. Issues should be notified to SUPPLIER at contact@astrolabe-immersive.com
6. Fees and Payment
6.1 Licence and Service Fees
-In consideration of Customer’s use of THE EXPERIENCE, the Customer shall pay the Licence and Service Fees to SUPPLIER set out in the Order.
-All prices are exclusive of VAT and any other applicable taxes or fees/payment charges imposed by public authorities or financial institutions from time to time. Such taxes and fees shall be added to the prices and be borne by the Customer.
-All payments made in accordance with the Agreement are non-refundable. In the event of early termination, the Customer shall not be entitled to a refund of any prepaid fees.
6.2 Price adjustments
SUPPLIER shall be entitled to adjust the fees and charges of THE EXPERIENCE (excluding, however, the price of any perpetual licenses obtained by Customer) at any time.
7. Confidentiality
-Neither Party shall disclose to third parties any material or information received from the other Party or through the use of THE EXPERIENCE and marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than those stated in the Agreement.
-Customer Materials are confidential information and the confidentiality obligations stated herein shall apply.
-The confidentiality obligations shall, however, not be applied to material or information, (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality as verified by the written records of such Party; or (c) which a Party has independently developed without using material or information received from the other Party as verified by the written records of such Party; (d) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (d), the Party so obliged shall (if lawful) promptly inform the other Party of such disclosure and limit it to what is absolutely necessary.
-The rights and responsibilities under this Section 7 shall survive the expiry or termination of the Agreement for a period of 5 years after the expiry or termination of the Agreement.
8. Intellectual Property Rights
8.1 Ownership of Intellectual Property Rights to Glue
-All Intellectual Property Rights in or related to THE EXPERIENCE and related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of SUPPLIER or its licensors.
-Except as expressly stated herein, the Agreement does not grant the Customer any Intellectual Property Rights in THE EXPERIENCE and all rights not expressly granted hereunder are reserved by SUPPLIER and its subcontractors/licensors.
8.2 Feedback
-If the Customer supplies to SUPPLIER any Feedback (including all suggestions, comments, feedback, ideas, source code, and/or know-how), the Customer hereby grants to SUPPLIER a perpetual, irrevocable, royalty free, non-exclusive, worldwide licence (with the right to assign and sub-license to use, copy and modify the Feedback for the purposes of: (i) supporting the Customer in connection with the Agreement; and (ii) developing and improving THE EXPERIENCE, which may incorporate the Feedback including, but not limited to, correction of errors and debugging THE EXPERIENCE.
8.3 Infringement of third party IPR
-At any time, if SUPPLIER reasonably deems or is notified that any part of THE EXPERIENCE infringes the Intellectual Property Rights of any third party, SUPPLIER has the right at its own option and expense to: (i) modify/replace THE EXPERIENCE to circumvent the infringement; or (ii) procure for the Customer a licence from the third party in question. If none of the aforementioned alternatives are reasonably possible, SUPPLIER shall have the right to terminate the Agreement and SUPPLIER shall refund to the Customer the prices paid for THE EXPERIENCE by the Customer less the price corresponding the time the Customer has been able to use THE EXPERIENCE in accordance with the Agreement. This paragraph sets out SUPPLIER’s entire liability in the event of any infringement.
-SUPPLIER shall, however, not be liable for any infringement or claim thereof if the claim: (i) is caused by any breach of the Agreement by the Customer or misuse of THE EXPERIENCE by any user; (ii) has resulted from the Customer’s or its user’s use or modification of or addition to THE EXPERIENCE (including the Customer’s disposition of Customer Materials in THE EXPERIENCE); or (iii) could have been avoided by using the latest version of THE EXPERIENCE provided by SUPPLIER.
9. Warranty
-SUPPLIER warrants that, subject to compliance with the Agreement use of THE EXPERIENCE in accordance with SUPPLIER’s instructions, subject to successful acceptance under Section 2.1, THE EXPERIENCE shall, for the Subscription Period or 12 calendar months from successful acceptance (whichever is the shorter), THE EXPERIENCE shall operate materially in accordance with the specification therefor and be, so far as SUPPLIER is aware, free from viruses. All other warranties, to the extent permitted by applicable law, either express or implied, including but not limited to the implied warranties of merchantability, and non-infringement, and fitness for a particular purpose, or accuracy or reliability of results from use of THE EXPERIENCE, that THE EXPERIENCE will meet specific requirements, that THE EXPERIENCE will be uninterrupted, completely secure, free of software errors, defects and failures, are hereby expressly excluded.
10. Limitation of Liability
-Neither Party shall be liable to the other Party for any indirect or consequential damages, including loss of profits, loss of business, loss of data or interruption business.
-SUPPLIER’s total aggregate liability under or in connection with the Agreement shall be limited to 50% of the fees the Customer has paid for THE EXPERIENCE during the 6-month period preceding the claim for damages, negligence, fraud or in any other manner precluded by law.
11. Term and Termination
-The Agreement shall enter into force upon acceptance. The Agreement shall stay in force until the Agreement is terminated as set out below.
-Unless the Parties have agreed on a separate term and termination provisions in the Order, the Agreement shall continue for the Subscription Period and may be terminated without cause at any moment with a 60 days’ prior notice to the other Party.
-Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Agreement without liability to the other if: (i) the other Party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or (ii) the other Party is dissolved or liquidated, is declared bankrupt or otherwise becomes the subject to other insolvency proceedings. In this context a material breach by the Customer includes, without limitation, failure to pay any sun due hereunder (including interest accrued as aforesaid).
-The provisions of the Agreement which by their nature reasonably should survive the termination or expiration of the Agreement shall survive any expiration or termination of the Agreement.
12. Miscellaneous
12.1 Notices
-Any notice or other written communication to be given by the Customer to SUPPLIER under the Agreement shall be in English and sent by email to the email address stated in the Order. Notices shall be deemed served 1 business day after transmission.
-Any notice or other written communication to be given by SUPPLIER to the Customer under the Agreement shall be in English and sent by email to the email address indicated in the Order.
-If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.
12.1 Export Restrictions
-The Customer agrees to comply with any export restrictions in force in any jurisdiction that may be applied to the provision of THE EXPERIENCE hereunder.
12.2 Entire Agreement
-The Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof, and constitutes the entire agreement between the Parties relating to the subject matter hereof. These Terms will prevail over any other contract terms in the Order unless such terms expressly provide otherwise.
12.3 Severance
-If any provision of the Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.
12.4 Headings
-Headings used in the Agreement are for convenience only and do not alter the meaning or interpretation of any provision herein.
12.5 Amendments
-Save as expressly provided, SUPPLIER is entitled to amend the Agreement by providing the Customer with at least 60 days’ prior notice. If the Customer does not accept the change made by SUPPLIER to the Agreement, the Customer has the right to terminate the Agreement by notifying SUPPLIER thereof in writing prior to the effective date of such change.
12.6 Assignment
-SUPPLIER shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or business partner or successor or to a purchaser or acquirer of its business assets relating to THE EXPERIENCE without the Customer’s prior consent.
-The Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or part without the prior written consent of SUPPLIER.
12.7 Force Majeure
-Both Parties shall be excused and shall not be responsible for any failure to comply with the terms of the Agreement due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, pandemic, quarantine restriction, labour dispute except within either Party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, act of any government or any agency thereof, judicial action or act.
-Where a Party’s performance is prevented for a period in excess of one month due to an event as stated above, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.
12.8 Applicable law and jurisdiction
-The Agreement shall be governed by and construed in accordance with the laws of England and the place of performance of the Agreement is England.
-Any dispute arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the English courts provided that SUPPLIER may apply for an injunction of other interim relief and enforce a judgment awarded it by the English courts in any court of competent jurisdiction.