BETWEEN
(1) STRANGELOGIC (registered company number 06888742) whose registered office is at 11-17 Fowler Road, Hainault, Essex IG6 3UJ (“StrangeLogic”); and
(2) the customer that has registered for the Service on this site (“Customer”).
INTRODUCTION
(A) StrangeLogic is the owner and provider of a service which utilises a proprietary product (consisting of software code and associated databases) known as Pzyche® (the “Software”) used to assist a website operator in serving of targeted information and/or other material, including promotions and advertising, (collectively the “Content”) to users of its website based on pre-agreed parameters, through the operator’s web server making remote calls to the Software, via the Internet, and receiving information about the user’s browser, in order to assist the operator in selecting the Content to be served (the “Service”).
(B) The Customer wishes to receive the Service, and StrangeLogic has agreed to provide the Service, on the terms and conditions set out in this Agreement..
(C) The terms and conditions of this Agreement together with the Pzyche Website Privacy Policy, the Pzyche Website Terms of Use, the Payment Plan and any other additional rules and terms published on the Pzyche.com website (the “Pzyche Website”) from time to time or otherwise notified to the Customer constitute a legally binding agreement between the Customer and StrangeLogic (the “Agreement”).
AGREED TERMS
1. Definitions and interpretation
1.1 Definitions
In this Agreement, the following words and expressions shall have the following meanings:
“Applicable Laws” means all applicable national, international and regional laws, statutes, ordinances, rules, regulations, administrative interpretations, orders, injunctions, judgments, directives, decisions, decrees (including all codes of practice and guidance issued by any governmental, regulatory or other competent authority);
“Appropriate Privacy Policy” means a privacy policy which includes the following wording, and no other content which is inconsistent with that wording: “We are currently using the services of Pzyche® which we use to track and analyse certain information about those visitors who use our website. This helps us to manage the content and offers you see on this website. We use Pzyche® to ensure that the content we deliver is specifically relevant to you, making your visit to our website quicker, easier and more enjoyable. For more information on how to opt-out of Pzyche® please go to www.pzyche /[URL to be provided to Customer].”
“Business Day” means each day which is not a Saturday or Sunday or a bank or public holiday in England;
“Confidential Information” means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other’s or its Group Companies’ business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:
(a) is available to the public other than because of any breach of this Agreement;
(b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
(c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others.
“Content” is defined in the Introduction above;
“Customer Website” means each website owned or operated by or on behalf of the Customer or any of its Group Companies and in relation to which the Service is requested to be provided through the registration process;
“Data Protection Laws” means all applicable Data Protection Laws, including the Data Protection Act 1998 and all orders made, and codes of practice issued, under it, including the Privacy and Electronic Communications (EC Directive) Regulations 2003, and all other applicable international, regional, federal or national data protection, privacy and/or data security directives, law, regulations as well as rulings, regulatory guidance and other binding restrictions of or by any judicial or administrative body;
“Effective Date” means the day on which you agree to the terms and conditions of this Agreement and sign-up to use the Service;
“Group Company” means an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a party to this Agreement, where “control” (inclusive of the terms “controlled by” and “under common control with”) has the meaning attributed to it under section 840 of the Income and Corporation Taxes Act 1988;
“Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
“Payment Plan” means the payment plan selected by Customer at registration, as amended under this Agreement or by agreement with StrangeLogic from time to time;
“Service” is defined in the Introduction;
“Service Data” means all data and information (excluding any Content) gathered or processed by the Software including the results of interrogating users’ browsers;
“Software” means (a) the software used by StrangeLogic to deliver the Service as described in the Introduction above; and (b) the Tag; and
“Tag” means the javascript tag provided by StrangeLogic to the Customer for inclusion on the Customer Websites in order to enable StrangeLogic to provide the Service.
1.2 Interpretation
In this Agreement (including the introduction and schedules) unless the context otherwise requires, reference to a person includes a legal person (such as a limited company) as well as a natural person, clause headings are for convenience only and shall not affect the construction of this Agreement, reference to “including” or any similar terms in this Agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words, and reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.
2. Provision of Service
2.1 Following the Effective Date, StrangeLogic shall make the Tag available to the Customer through the Pzyche Website.
2.2 With effect from such date as shall be agreed between the parties, StrangeLogic shall provide the Service for the Customer’s use.
2.3 The Customer acknowledges and agrees that StrangeLogic’s provision of the Service shall be conditional upon the Customer (a) correctly incorporating the Tag into the Customer Websites as directed by StrangeLogic from time to time and (b) promptly providing all reasonable assistance, information and decision-making as reasonably required by StrangeLogic from time to time, which the Customer agrees to give; and (c) the Customer adding the required Appropriate Privacy Policy to the Customer Website. Customer will still be liable to pay the charges where the Services are not performed (successfully or at all) as a result of Customer’s breach of this Agreement.
3. Grant of rights and scope of authorised use
3.1 Subject to full payment of the applicable fees and subject to the other provisions of this Agreement, the Customer is granted a non-exclusive, non-transferable licence, during the term of this Agreement, to access and use the Service, the Tag and the Service Data in respect of the Customer Websites. Except as expressly set out in this Agreement, all rights in and to the Software and Service are reserved to StrangeLogic.
3.2 The Customer may only use the Service Data:
(a) for the internal business purpose of determining the Content to be served to the relevant user each time;
(b) in accordance with an Appropriate Privacy Policy; and
(c) in accordance with all Applicable Laws.
3.3 The Customer shall not:
(a) permit any third party to access or use the Software or Service or use the Software or Service on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);
(b) copy, modify, adapt or create derivative works from the Software or any output from the Software;
(c) attempt to discover, gain access to or reverse engineer the Service, whether through interception of the traffic data analysed by the Software or otherwise;
(d) attempt to interfere with the proper working of the Software or Service and, in particular, not attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Software or Service or any website, computer system, server, router or any other internet-connected device; or
(e) obscure, amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of, the Software or the Service;
and shall not permit any third party to do any of the foregoing.
4. Fees, invoicing and payment
4.1 The Customer shall pay the fees, commission and/or share of revenues in accordance with the Payment Plan.
4.2 Save as the context requires or as otherwise provided in this Agreement, all amounts referred to in this Agreement are exclusive of value added tax (VAT) or other applicable sales tax which, where chargeable by StrangeLogic, shall be payable by the Customer at the rate and in the manner prescribed by law.
4.3 The Customer shall be solely responsible for the payment of all taxes, levies, duties, imposts or similar charges payable in respect of the Service or this Agreement, save for taxes payable on StrangeLogic’s income. In the event that any withholding tax is required by mandatory law to be withheld or deducted from payments, the Customer shall:
(a) withhold or deduct the amount of such withholding tax and pay it to the relevant authority in accordance with Applicable Laws;
(b) furnish evidence of such paid tax as is sufficient to enable StrangeLogic to obtain any credits available to it; and
(c) pay shall additional amount to StrangeLogic as shall result in the net amount received by StrangeLogic being equal to the amount which would have been received had no such withholding or deduction been made.
If StrangeLogic receives a credit, refund or other relief as a result of a payment to the relevant authority by the Customer under clause 4.3(a), StrangeLogic shall promptly pay an amount equal to such credit, refund or other relief to the Customer.
5. Confidentiality and publicity
5.1 Subject to clause 7, each party shall:
(a) keep confidential all Confidential Information of the other party which it receives in connection with this Agreement;
(b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
(c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement;
(d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a ‘need to know’ basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 5); and
(e) promptly, upon request and, in any event, upon termination of this Agreement (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
5.2 Either party may disclose the other’s Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
5.3 The Customer acknowledges and agrees that the Software, the Service, the Service Data, and the terms of this Agreement including, in particular, the pricing, constitute Confidential Information of StrangeLogic.
5.4 The Customer agrees that StrangeLogic may issue a press release or other suitable form of publicity advertising that the Customer is a customer of StrangeLogic and, during the term of this Agreement, shall be entitled to use the Customer’s name and logo in connection with such publicity and on StrangeLogic’s website(s) in respect of the Service. The Customer acknowledges that StrangeLogic’s need to list the Customer’s Websites on its websites is a key part of the opt-out mechanism available to users.
6. Intellectual Property Rights
6.1 Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other. In particular, StrangeLogic and/or its licensors shall remain the owner of all Intellectual Property Rights in StrangeLogic’s brands, trade marks and logos, the Software, the Service, and the Service Data (in each case save for any Customer Content), together with all modifications or enhancements made to any of the foregoing. Except as expressly permitted by this Agreement, Customer may not use any of StrangeLogic’s Intellectual Property Rights without StrangeLogic’s prior written consent.
6.2 The Customer shall not, and shall not permit any third party to:
(a) use or seek, anywhere in the world, to register as a trade mark or as a corporate or business name or a domain name, any name or mark which is the same as or which may be confused with any name or mark owned or used by StrangeLogic;
(b) seek, anywhere in the world, to register itself as a licensee of any trade mark owned or used by StrangeLogic; or
(c) oppose or object to the validity, anywhere in the world, of any of StrangeLogic’s Intellectual Property Rights (including any application in respect of any Intellectual Property Rights).
6.3 The Customer shall promptly bring to the attention of StrangeLogic any improper or wrongful use of any Intellectual Property Rights of StrangeLogic which comes to the Customer’s notice. The Customer shall assist StrangeLogic in taking all steps to defend StrangeLogic’s Intellectual Property Rights, but not institute legal proceedings of its own accord.
6.4 The Customer and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in all Content (excluding any Service Data) provided or made available by or on behalf of the Customer or any of its Group Companies in connection with the Service.
7. Service Data
7.1 The Service Data shall be owned by StrangeLogic.
7.2 StrangeLogic shall not disclose to any third party any data or information relating to the Customer or any of its Group Companies or any Customer Website (including the number of visitors or users to such site) which is contained within, or forms part of, any Service Data, except to the extent such data or information is anonymised and/or aggregated prior to being disclosed such that is it not possible for the relevant recipient to identify the Customer or any of its Group Companies or any other person.
8. Legal compliance and data protection
8.1 Customer shall ensure that its own use of the Software, Service and/or Service Data:
(a) complies, in all respects, with all Applicable Laws; and
(b) without prejudice to the generality of clause 8.1(a), to the extent that any such use involves the collection or processing of personal data (as defined under the Data Protection Act 1998) or any equivalent categorisation of data, complies with all Data Protection Laws.
8.2 The Customer warrants that:
(a) Each Customer Website shall be and remain lawful and not include any content which is not lawful in any jurisdiction in which it is available;
(b) it shall identify, obtain and maintain all required approvals, authorisations, certifications, consents, licences, notifications, permissions and permits as may be required by Applicable Laws in order for it to receive the benefit of the Service and the Service Data;
(c) it shall include on each Customer Website, an Appropriate Privacy Policy (and no other content that is inconsistent with such policy), in a way and with a prominence that ensures it complies with Clause 8.2(b) ; and
(d) it has satisfied itself (having carried out its own appropriate due diligence and exercised its own judgement) that the Service is suitable for its purposes and meets its requirements and that, on the basis of its compliance with the Data Protection Requirements together with other appropriate compliance procedures it may have in place within its organisation, it will be able to receive the benefit of the Service and Service Data without placing itself, or StrangeLogic, in breach of any Applicable Laws or any provision of this Agreement. The Customer acknowledges and agrees that StrangeLogic is in no way responsible for such compliance.
9. Warranties
9.1 StrangeLogic warrants that:
(a) it has the right to enter into this Agreement and to provide the Service as contemplated by this Agreement; and
(b) it will provide the Services using reasonable care and skill; and
9.2 If any of the warranties in clause 9.1 is breached, the Customer must notify StrangeLogic as soon as possible. The Customer must give StrangeLogic a reasonable time to fix the problem and (if necessary) to make available a corrected version of the Software and/or Service (as the case may be) or a reasonable way to work around the problem that is not materially detrimental to the Customer, or to re-perform any relevant services. This will be done without any additional charge to the Customer. If StrangeLogic is able to do this within a reasonable time, this shall be the Customer’s sole and exclusive remedy in relation to such breach and, subject only to clause 11.1, StrangeLogic will have no other obligation or liability in relation to such breach.
9.3 The Customer acknowledges and agrees that StrangeLogic cannot and does not guarantee:
(a) the continuous availability, or response times, of the Software and the Services;
(b) the accuracy of the Service Data;
(c) the correct or most appropriate Content will be served to each user of any Customer Website; or
(d) the success of any results (financial or otherwise) achieved from the serving of Content to users of any Customer Website, including acquisition or conversion rates.
9.4 Except as expressly set out in this Agreement and subject only to clause 11.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Software, Service or Service Data or to anything supplied or provided by StrangeLogic under this Agreement. In particular, StrangeLogic does not warrant that the operation of the Software or Service, or the provision of any Service Data, will be uninterrupted, contaminant-free or error-free, or that they will meet the Customer’s requirements.
10. Indemnities
10.1 StrangeLogic shall indemnify the Customer against all loss or damage that the Customer incurs or suffers as a result of any claim by a third party that the access and use, in accordance with this Agreement, by the Customer of the Software and/or Service infringes the Intellectual Property Rights of any third party. The foregoing indemnity shall not apply in respect of any claim to the extent such claim arises as a result of:
(a) the use or combination of the Software and/or Service with material or services not supplied by StrangeLogic or of which StrangeLogic was not aware;
(b) modifications to the Software and/or Service carried out by anyone other than StrangeLogic;
(c) StrangeLogic complying with any design, specification or instructions provided by or on behalf of the Customer; or
(d) any Customer Content.
10.2 In the event of any claim by Customer under clause 10.1, StrangeLogic shall, at its sole option, and at its own cost and expense, make all reasonable efforts, as soon as reasonably possible to:
(a) procure for the Customer the continuing right to access and use the Software and/or Service (as the case may be), in accordance with this Agreement, without infringement; or
(b) replace or modify the Software and/or Service (as the case may be) with software and/or services of substantially equivalent specification so as to avoid the infringement;
and provided StrangeLogic does so, it shall have no further liability to the Customer in respect of the infringement claim.
10.3 The Customer shall indemnify StrangeLogic against all loss or damage that the Customer incurs or suffers as a result of:
(a) any breach by the Customer, or any of its employees, agents or contractors, of clauses 3.2, 3.3 or 8;
(b) any claim by a third party as a result of the Customer’s use of the Service and/or the serving of Content on any Customer Website; and/or
(c) any infringement by the Customer, or any of its employees, agents or contractors, of the Intellectual Property Rights of StrangeLogic.
10.4 Wherever an indemnity is given in this Agreement by one party (the “Indemnifying Party”) to the other (the “Indemnified Party”), such indemnity shall be conditional upon:
(a) the Indemnified Party promptly notifying the Indemnifying Party in writing of any claim which is subject to the indemnity;
(b) the Indemnified Party ensuring that no admission as to liability or any settlement or compromise of any such claim is made without the prior written consent of the Indemnifying Party;
(c) the Indemnifying Party being entitled, upon request and at its cost and expense, to assume exclusive conduct of such claim (which shall include the right to conduct any proceedings or action in relation to, negotiate the settlement of, and to conduct all discussions and dispute resolution efforts in connection with such claim, provided that no settlement of a claim which would prejudice any rights of the Indemnified Party shall be entered into without the Indemnified Party’s written consent, not to be unreasonably withheld or delayed);
(d) the Indemnified Party lending the Indemnifying Party all reasonable assistance in the defence of such claim and/or the negotiation of any settlement, at the Indemnifying Party’s cost; and
(e) the Indemnified Party using commercially reasonable endeavours to mitigate any loss or damage.
11. Liability
11.1 StrangeLogic’s liability:
(a) for death or personal injury caused by its negligence;
(b) for fraudulent misrepresentation or for any other fraudulent act or omission; or
(c) for any other liability which may not lawfully be excluded or limited;
is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.
11.2 Subject to clause 11.1, StrangeLogic shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any: (a) loss of profit; (b) loss of sales, turnover, revenue or business; (c) loss of customers, contracts or opportunity; (d) loss of or damage to reputation or goodwill; (e) loss of anticipated savings; (f) loss of any software or data; (g) loss of use of hardware, software or data; (h) loss or waste of management or other staff time; or (i) indirect, consequential or special loss; arising out of or relating to this Agreement.
11.3 Subject to clauses 11.1 and 11.2, StrangeLogic’s total liability arising out of or relating to this Agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in aggregate for all claims arising during the term of this Agreement, to the greater of: (a) the total of all amounts paid and amounts payable by the Customer under this Agreement in the 12-month period immediately preceding the most recent event giving rise to liability; and (b) five thousand pounds Sterling (£5,000).
12. Term and termination
12.1 This Agreement shall commence on the Effective Date and shall, unless sooner terminated in accordance with its terms, continue in force until terminated by either party in accordance with this clause 12.
12.2 Either party may terminate this Agreement by giving the other written notice if the other:
(a) materially breaches any term of this Agreement and it is not possible to remedy that breach;
(b) materially breaches any term of this Agreement and it is possible to remedy that breach, but the other fails to do so within thirty (30) days of being requested in writing to do so;
(c) becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an is order made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.
For the purposes of this clause 12.2, in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred. The parties acknowledge and agree that any breach by the Customer of any of the provisions of clauses 3.2, 6.2 and/or 8shall be a material breach that is incapable of remedy;
12.3 StrangeLogic is entitled to terminate this Agreement with cause on providing the Customer with seven (7) days notice (or attempted notice), such notice to be sent the email address that the Customer provided to StrangeLogic when signing up to use the Service.
12.4 Without prejudice to clauses 12.2 and 12.3, StrangeLogic may, in addition, terminate this Agreement, or alternatively, may terminate or suspend access to and use of the Service, by giving the Customer written notice if:
(a) any invoiced amount is outstanding beyond the due date for payment;
(b) any of the Customer Websites, or the Customer’s business (or that of any of its Group Companies) causes, or in the reasonable opinion of StrangeLogic is likely to cause, any damage to Strangelogic’s reputation or brand; or
(c) the Customer is in persistent or repeated breach of any of its obligations under this Agreement (whether or not it is the same obligation that is breached and whether or not such breaches are remedied).
13. Consequences of termination
13.1 Upon termination of this Agreement for any reason:
(a) the Customer shall immediately remove the Tag from all the Customer Websites, and cease to access, and discontinue all use, of the Service and the Service Data; and
(b) all amounts payable to StrangeLogic by the Customer shall become immediately due and owing.
13.2 The termination of this Agreement for any reason will not affect:
(a) any accrued rights or liabilities which either party may have by the time termination takes effect; or
(b) the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after the termination. Without prejudice to the foregoing, clauses 1, 4, 5, 6, 8, 9, 10, 11, 13 and 15 shall survive termination of this Agreement.
14. Force majeure
Neither party will be liable to the other for any breach of this Agreement (other than a failure to pay charges) which arises because of any circumstances which the defaulting party cannot reasonably be expected to control (which shall include interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing but, for the avoidance of doubt, shall not include shortage or lack of available funds), provided that the defaulting party:
(a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely breach;
(b) uses reasonable efforts to mitigate the effects of the circumstances and breach so as to minimise or avoid the breach;
(c) uses reasonable efforts to resume performance as soon as reasonably practicable; and
(d) could not have avoided the breach by taking steps that it ought reasonably to have taken in light of the matters known to it before the circumstances arose.
15. General
15.1 The Customer may not sub-license or assign, sub-contract or delegate any or all of its rights or obligations under this Agreement without the prior written consent of StrangeLogic.
15.2 All notices and consents relating to this Agreement (but excluding any proceedings or other documents in any legal action) must be in writing and can be provided by email to (in the case of StrangeLogic), the following address: legal@pzyche.com and in the case of the Customer to the email address provided upon registration.
15.3 Unless the parties expressly agree otherwise in writing, if a party:
(a) fails to exercise or delays exercising or only exercises partially any right or remedy provided under this Agreement or by law; or
(b) agrees not to exercise or to delay exercising any right or remedy provided under this Agreement or by law;
then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy; and
15.4 If any provision of this Agreement is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of this Agreement or this Agreement as a whole. If any provision of this Agreement is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.
15.5 Save for Service Changes, all variations to this Agreement must be agreed, set out in writing and signed on behalf of both parties before they take effect.
15.6 StrangeLogic may amend this Agreement from time to time, whether in relation to the nature and/or availability of the Services, the Payment Plan or otherwise (each an “Agreement Amendment”). StrangeLogic will notify the Customer of any Agreement Amendments by publishing the modified Agreement incorporating the Agreement Amendment on the Pzyche Website or by notifying the Customer by email. Save where the Agreement Amendment is made for regulatory reasons or for material commercial considerations (and where such Agreement Amendment shall take effect immediately), Agreement Amendments will take effect within thirty (30) days of publication of the modified Agreement. The Customer’s continued use of the Service following publication (or where applicable the thirty (30) day period) will be deemed binding acceptance of the new Agreement Amendment. Where you do not agree to an Agreement Amendment your sole right is to terminate this Agreement and those provisions as set out in clause 13 shall apply.
15.7 Except to the extent that this Agreement expressly provides otherwise, nothing in this Agreement shall or is intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party. Neither party may act as if it were, or represent (expressly or by implying it) that it is, an agent of the other or has such authority.
15.8 A person who is not a party to this Agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. No third party’s consent shall be required to rescind or vary this Agreement.
15.9 This Agreement sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it, and supersedes all previous Agreements between the parties relating to such subjects. Provided always that nothing in this clause 15.8 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of this Agreement and each party acknowledges that it has not been influenced to enter this Agreement by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in this Agreement.
15.10 This Agreement is governed by English law. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with this Agreement or its subject matter, but StrangeLogic is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.
Pzyche®Version 1, last modified 1 September 2010
© 2010 StrangeLogic Limited. All rights reserved.
