Common use of OTHER IMPORTANT TERMS Clause in Contracts

OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.

Appears in 4 contracts

Samples: Self Storage Agreement, Self Storage Agreement, Self Storage Agreement

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OTHER IMPORTANT TERMS. 12.1. 12.1 We may vary at any time sub-license, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under this Licence, provided we give written notice to you if this happens. 12.2 You shall not: 12.2.1 sub-license, assign or novate the Storage Costs benefit or other terms burden of this Agreement Licence in whole or in part; 12.2.2 allow the Software to become the subject of any charge, lien or encumbrance; and 12.2.3 deal in any other manner with any or all of its rights and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end obligations under this Agreement Licence, without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termsour prior written consent. 12.2. 12.3 You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do we confirm that we are each acting on our own behalf and not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion benefit of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this person. 12.4 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. 12.5 You hereby agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not apply set out in this Licence or any document expressly referred to in it and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it;. (h) if 12.6 Each of the provisions of this Licence operates separately. If any court or relevant authority decides that any of provision or part-provision of this Agreement is or becomes invalid, unlawful illegal or unenforceable to any extentunenforceable, it shall be treated as deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may Licence. 12.7 If we do not assign insist immediately that you do anything you are required to do under this Licence, or transfer if we delay in taking steps against you in respect of your breaking the terms of this Licence, or if we do not enforce all or any of Your our rights under against you, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 12.8 This Licence (and any document referred to in it) contains the whole agreement between you and us relating to the subject matter hereof (to the exclusion of any terms, provisions or conditions contained on or within any purchase order, acknowledgement or other business form that you may use in connection with this Agreement Licence) and supersedes all prior agreements, arrangements and understandings between you and us relating to that subject matter. 12.9 No variation of this Licence shall be effective unless it is in writing and signed by us. 12.10 This Licence, its subject matter and its formation (and any non-contractual disputes or part claims) shall be governed by and construed in accordance with possession English law. We both hereby irrevocably agree to the exclusive jurisdiction of the Unit or Goods whilst they are courts of England and Wales. 12.11 This Licence is prepared in the Facility; (j) We may transfer Our rights under English language and if it is translated into any other language, the English language version of this Agreement to another organisation and will let You know Licence shall prevail if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersis a conflict.

Appears in 4 contracts

Samples: Licence Agreement, End User License Agreement (Eula), Licence Agreement

OTHER IMPORTANT TERMS. 12.1. 9.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 9.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on . 9.3 This Licence and any document expressly referred to in it constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement in this Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion of any other terms in it. 9.4 If we fail to insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. 9.5 Each of the joint customersconditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 9.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 3 contracts

Samples: Software License Agreement, Licensing Agreement, Software License Agreement

OTHER IMPORTANT TERMS. 12.1This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. We may vary the Storage Costs or This Agreement is between you and us. Except as set forth in Sections 17, 18 and 27, no other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or person shall have any contractual force; (c) the terms rights to enforce any of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce . If any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is found to be unlawful, void or becomes invalidfor any reason unenforceable, unlawful or unenforceable to any extent, it shall that provision will be treated as deleted, but that shall deemed severable from this Agreement and will not affect the validity and enforceability of the rest of this Agreement; (i) any remaining provision. You may not assign assign, transfer or transfer sublicense any or all of Your your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and without our prior written consent. We may enforce Our assign, transfer or sublicense any or all of our rights against or obligations under this Agreement without restriction. No waiver by either party of any one breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the joint customersterm “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and us relating to the subject matter of this Agreement, and, in the absence of fraud, supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Neither party will be responsible for any failure to fulfill any obligation due to any cause beyond its control.

Appears in 3 contracts

Samples: Terms of Service, Terms of Service, Terms of Service

OTHER IMPORTANT TERMS. 12.111.1. We will only use your personal information as set out in our privacy policy: 11.2. We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our noticeLicence. 11.3. You may end only transfer your rights or your obligations under this Agreement without charge before the change takes effect by giving notice Licence to another person if we agree in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termswriting. 12.211.4. This Licence and any document expressly referred to in it constitute the entire agreement between you and us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on behalf of the us which is not set out in this Agreement; (b) Licence or any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply it. 11.5. If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and severally will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 11.6. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 11.7. All information, data, drawings, specifications, documentation, listings, or object code which we may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles underlying the same) or Technical Documentation or procedures or modems is confidential. You hereby agree that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence (in whole or with respect to the Support Services only), disclose the same, whether directly or indirectly to any third party without our prior written consent. We may enforce Our rights against grant permission for any one disclosure required by a governmental agency having regulatory authority over you. 11.8. We shall not be liable to you for any delay in performing, or for failure to perform, our obligations under this Licence if the delay or failure results from any cause or circumstance beyond our reasonable control (Force Majeure Event), provided the same arises without our fault or negligence. If a Force Majeure Event occurs, the date(s) for performance of the joint customersobligation affected shall be postponed for as long as is made necessary by the Force Majeure Event, provided that, if any Force Majeure Event continues for a period of or exceeding three months, either party may terminate this Licence immediately by written notice to the other party. We shall use our reasonable endeavours to minimise the effects of any Force Majeure Event. 11.9. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 2 contracts

Samples: End User License Agreement, End User License Agreement

OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs transfer our rights and obligations under this License to another organization, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified License. You may only transfer your rights or your obligations under this License to You another person if we agree in writing. The modified terms will take effect on All License fees are non-refundable, i.e. there are no refunds or credits available for periods where you did not use the first Due Date occurring not less than 28 days after Software, used it only partially, replaced any Software with new or updated software or terminated this License prior to end of any month of the date term. All fees are exclusive of Our noticeall taxes, levies or duties applicable under any legal acts or imposed by tax authorities, unless stated otherwise in this License. Payment of such taxes, levies or duties is your responsibility. If you are a business customer, this License constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us relating to its subject matter, whether written or oral. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) License. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions statement in this License or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described any document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply it. If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may License, or if we do not enforce Our our rights against you or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. Each of the joint customersconditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. If you are a consumer, please note that this License, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of The Hashemite Kingdom of Jordan will have non-exclusive jurisdiction. If you are a business customer, this License, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Jordanian law. We both irrevocably agree to the exclusive jurisdiction of the courts of The Hashemite Kingdom of Jordan.

Appears in 2 contracts

Samples: License Agreement, License Agreement

OTHER IMPORTANT TERMS. 12.1. 9.1 You agree that we may collect and use technical data and related information that is gathered periodically by us related to your use of the Software to facilitate the provision of support and other services related to the Software for both you and other customers 9.2 Unless specifically agreed in writing by us, nothing in this Licence requires us to provide maintenance, Software upgrades or any other services of any kind. 9.3 We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified of this Licence at any time without prior notice. 9.4 In the event of any conflict between the terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance Contract and the terms of and agreement to the amended termsLicence, the terms of the Contract shall prevail. 12.29.5 We may transfer our rights and obligations under this Licence to another organisation but this will not affect your rights or our obligations under this Licence. 9.6 This Licence, the Contract and any document expressly referred to in them constitute the entire agreement between you and us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on behalf of us which is not set out in this Agreement; (b) the Licence, the Contract or any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply them. 9.7 If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. Each of the joint customersclauses of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect. 9.8 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. Both Parties agree to submit to the exclusive jurisdiction of the English courts.

Appears in 2 contracts

Samples: Licence Agreement, Licence Agreement

OTHER IMPORTANT TERMS. 12.111.1 We will use the personal information you provide to us in accordance with our privacy statement, to enable you to access and view the Licensed Materials, and to process payment for the Licensed Materials and/or to process a refund if you decide to cancel this Licence in accordance with your rights in clause 5 or if we terminate this Licence in accordance with clause 7.2. 11.2 This Licence constitutes the entire agreement between you and us, and supersedes any prior communication and all prior arrangements, whether written or oral, between you and us with respect to the subject matter hereof. We may vary make changes to the Storage Costs Licensed Materials or other these terms, to reflect changes in relevant laws and regulatory requirements. 11.3 We may transfer our rights and obligations under these terms of to another organisation. We will always tell you in writing if this Agreement happens and add new terms and conditions as long as such changes are notified to You in writing. The modified terms we will take effect on ensure that the first Due Date occurring transfer will not less than 28 days after the date of Our notice. affect your rights under this Licence. 11.4 You may end only transfer your rights or your obligations under this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement Licence to the amended termsanother person if we give you prior written consent. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this 11.5 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall to enforce any term of this Licence. 11.6 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 11.7 If we do not insist immediately that you do anything you are required to do under this Licence, or if we delay in taking steps against you in respect of your breaking this Licence, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 11.8 Which laws apply to it; (h) if any provision or part-provision this Licence and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of this Agreement is or becomes invalidLicence in the English courts. If you are a consumer and you live in Scotland, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest you can bring legal proceedings in respect of this Agreement; (i) You may not assign Licence in either the Scottish or transfer any the English courts. If you are a consumer and you live in Northern Ireland, you can bring legal proceedings in respect of Your rights under this Agreement Licence in either the Northern Irish or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersEnglish courts.

Appears in 1 contract

Samples: Single User Licence Agreement

OTHER IMPORTANT TERMS. 12.1. We may vary 23.1 You acknowledge that the Storage Costs following provisions will apply. (a) any representation or other terms of warranty in this Agreement and add new terms and conditions as long as such changes are notified given by you is deemed to You in writing. The modified terms will take effect be repeated: (i) whenever you accept an Assignment; (ii) when you start an Assignment; (iii) the first Business Day of each week while the Assignment is ongoing; (iv) when you complete an Assignment; and (v) on the first Due Date occurring not less than 28 days after Business Day of the date calendar year. (b) When a representation or warranty is repeated, it is made by reference to the relevant Assignment and circumstances existing at the time of Our notice. You the repetition. 23.2 We may end satisfy any indemnity in this Agreement without charge before the change takes effect (in whole or in part) by giving notice in accordance with Condition 9.2. Otherwise, Your continued use way of the Unit will be considered as Your acceptance of and agreement deduction or set- off from any current or future payment to the amended termsyou. 12.223.3 We may at any time assign, transfer, charge, subcontract or deal in any manner with any or all of our rights and obligations under this Agreement. 23.4 Nothing in the Agreement is intended or shall be construed to create a relationship of employment, joint venture, agency or partnership between us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us andAccordingly, except as expressly authorised in entering this Agreement, You do not rely no party shall have any authority to act or make representations on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea behalf of the services described other party, and nothing herein shall impose liability on a party in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion respect of any other terms liability incurred by another party to a third party. 23.5 If we fail to insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course you perform any of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into your obligations under this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Usor if we do not enforce our rights against you, have been recorded or if we delay in writing and incorporated into the terms of this Agreement; (f) if We decide doing so, that will not to exercise or enforce any right mean that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We we have waived our rights against you, given consent for any actions or given up Our ability omissions, and will not mean that you do not have to comply with those obligations. If we do so; (g) it is waive a default by you, we will only do so in writing, and that will not intended mean that anyone we will automatically waive any later or other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it;default by you. (h) if any provision or part-23.6 Each provision of this Agreement operates separately. If any court or competent authority decides that any provision is or becomes invalidvoid, unlawful or unenforceable to any extentunenforceable, it then that provision shall be treated as deleted, but that deemed severable and shall not affect the validity and or enforceability of the rest remaining provisions, which shall remain in full force and effect. If any part of any provision is void, unlawful or unenforceable, the remainder of that provision shall be deemed severable and remain in full force and effect, to the extent permitted by law. 23.7 Condition 4 (Licence Restrictions), Condition 5 (Acceptable Use Restrictions), Condition 6 (Intellectual Property Rights), Condition 7 (Confidential Information), Condition 8 (Assignment Terms), Condition 13 (Our Relationship), Condition 15.2 (Your Responsibility), Condition 17 (Non-Solicitation), Data Protection (Condition 18), Condition 19 (Limitation of Liability), Condition 21.1 (Events Outside Our Control), Condition 22 (Communication Between Us), Condition 23 (Other Important Terms) and any rights or obligations of the parties hereunder that by their nature are reasonably intended to survive termination or expiration, shall survive termination or expiration of this Agreement; (i) , howsoever arising. 23.8 This Agreement, its subject matter and its formation, and any matter or dispute arising out of or in connection with it or performance under it are governed by English law, without giving effect to choice of law principles. You may not assign and we both irrevocably consent to the exclusive jurisdiction of the courts of England and Wales for any matter or transfer any dispute arising out of Your rights under or in connection with this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights performance under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersit.

Appears in 1 contract

Samples: Terms of Use, Mobile Application License Agreement, Engineer Agreement

OTHER IMPORTANT TERMS. 12.1. 11.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another entity, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termsLicence. 12.2. You acknowledge 11.2 This Licence constitutes the entire agreement between us and agree that: (a) supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter provided that if this Licence is a Commercial Licence, the terms of this document (including Licence may be varied by the StoreProtect addendum where applicable) constitute the whole terms of any maintenance agreement with Us and, entered into by us. You agree that you shall have no remedies in entering this Agreement, You do not rely on respect of any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions statement in this in this Licence. 11.3 If we fail to insist that you perform any of your obligations under this Licence, or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described if we do not enforce our rights against you, or if we delay in them but they doing so, that will not form part mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 11.4 Each of this Agreement or have any contractual force; (c) the terms of this Agreement apply Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect. 11.5 This Licence is written in the English language. If this Licence is translated into any other language, the English language version shall prevail. 11.6 If this is a Personal Licence, this Licence, its subject matter and its formation, are governed by Scots law. You and we both agree that the courts of Scotland will have non-exclusive jurisdiction. 11.7 If this is a Commercial Licence, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Scots law. You and we both irrevocably submit to the exclusion exclusive jurisdiction of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded the Scottish courts in writing and incorporated into the terms respect of this Agreement; (f) if We decide not to exercise Licence and any disputes or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise claims under it or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights respect of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.

Appears in 1 contract

Samples: Software License Agreement

OTHER IMPORTANT TERMS. 12.1. 11.1 We may vary at any time sub-contract, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under this Licence. 11.2 You shall not: 11.2.1 sub-license, assign or novate the Storage Costs benefit or burden of this Licence in whole or in part; 11.2.2 allow the App to become the subject of any charge, lien or encumbrance; and 11.2.3 deal in any other terms manner with any or all of its rights and obligations under this Licence, without our prior written consent. If you sell any device on which the App is installed, you must remove the App from it. 11.3 You and we each represent and warrant to the other that it has full power and authority to enter into this Agreement and add new terms you and conditions as long as such changes we confirm that we are notified to You in writing. The modified terms will take effect each acting on the first Due Date occurring our own behalf and not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion benefit of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this person. 11.4 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. 11.5 You hereby agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not apply set out in this Licence or any document expressly referred to in it and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it;. (h) if 11.6 Each of the provisions of this Licence operates separately. If any court or relevant authority decides that any of provision or part-provision of this Agreement is or becomes invalid, unlawful illegal or unenforceable to any extentunenforceable, it shall be treated as deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may Licence. 11.7 If we do not assign insist immediately that you do anything you are required to do under this Licence, or transfer if we delay in taking steps against you in respect of your breaking the terms of this Licence, or if we do not enforce all or any of Your our rights under against you, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 11.8 This Licence (and any document referred to in it) contains the whole agreement between you and us relating to the subject matter hereof (to the exclusion of any terms, provisions or conditions contained on or within any purchase order, acknowledgement or other business form that you may use in connection with this Agreement Licence) and supersedes all prior agreements, arrangements and understandings between you and us relating to that subject matter. 11.9 No variation of this Licence shall be effective unless it is in writing and signed by us. 11.10 This Licence, its subject matter and its formation (and any non-contractual disputes or part claims) shall be governed by and construed in accordance with possession English law. We both hereby irrevocably agree to the exclusive jurisdiction of the Unit or Goods whilst they are courts of England and Wales. 11.11 This Licence is prepared in the Facility; (j) We may transfer Our rights under English language and if it is translated into any other language, the English language version of this Agreement to another organisation and will let You know Licence shall prevail if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersis a conflict.

Appears in 1 contract

Samples: End User License Agreement (Eula)

OTHER IMPORTANT TERMS. 12.1. 13.1 We may vary transfer our rights and obligations under this XXXX to another organisation, but this will not affect your rights or our obligations under this XXXX. 13.2 You may only transfer your rights or obligations under this XXXX to another person if we agree in writing. 13.3 If we fail to insist that you perform any of your obligations under this XXXX, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 13.4 You have legal rights in relation to services not carried out with reasonable care and skill and goods not of a satisfactory quality. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards Office. Nothing in this XXXX will affect these legal rights. 13.5 Each of the Storage Costs or other terms conditions of this Agreement XXXX operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and add new effect. 13.6 This XXXX is governed by English law. This means that any dispute or claim arising out of or in connection with this XXXX (including non-contractual disputes or claims), will be governed by the laws of England and Wales. 13.7 Nothing in this XXXX affects your rights as a consumer to rely on such mandatory provisions of local law. ANNEX Additional App Terms The following terms and conditions as long as such changes are notified shall apply to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued your use of the Unit will be considered as Your acceptance App in addition to those set out in the XXXX. For the purpose of and agreement to this Appendix, "Appstore Provider" means the amended termsprovider of the app store through which you have downloaded the App (for example, Apple is the Appstore Provider if you have downloaded the App from the Apple App Store, Google is the Appstore Provider if you have downloaded the App from Google Play, etc). 12.21. You acknowledge and agree that this XXXX has been concluded between you and Costa, and not with the Appstore Provider. You acknowledge and agree that the Appstore Provider is not responsible for the App and its content. 2. You acknowledge and agree that the Appstore Provider has no obligation to provide any maintenance or support in respect of the App. Should you have any problems in using the App, please contact Costa at xxxxxxxxxxxx@xxxxxxxxxxxx.xx. 3. In the event that the App does not conform with any product warranty provided for by this XXXX, the Appstore Provider may provide you with a refund of the price that you paid to purchase the App (if any). The Appstore Provider shall, to the maximum extent permitted by law, have no obligation to you whatsoever with respect to the App. 4. You acknowledge and agree that the Appstore Provider shall not be responsible for addressing any claims that you might have relating to the App, including (without limitation): product liability claims; any claim that the App fails to conform to any applicable legal or regulatory requirement; and claims arising under consumer protection or similar legislation. 5. In the event that a third party claims that the App infringes its intellectual property rights, Costa (and not the Appstore Provider) shall be solely responsible for the investigation, defence, settlement and discharge of such claim. 6. You warrant and represent that: (ai) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, you are not located in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which a country that is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply subject to the exclusion of any other terms that You seek to impose or incorporatea U.S. Government embargo, or which are implied that has been designated by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at U.S. Government as a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this"terrorist supporting" country; and (kii) where there you are two not listed on any U.S. Government list of prohibited or more joint customersrestricted parties. 7. If the Appstore Provider is Apple, each individual customer takes on you acknowledge and agree that Apple and its subsidiaries are third party beneficiaries to this XXXX. Upon your acceptance of this XXXX, Apple will have the obligations under this Agreement jointly and severally and We may right to enforce Our rights the XXXX against any one of the joint customersyou as a third party beneficiary.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.116.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. 16.2 You may vary the Storage Costs only transfer your rights or other terms of your obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this 16.3 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 Xxx 0000 to enforce any term of this Licence. 16.4 Nothing in this Licence is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 16.5 Each of us acknowledges and agrees that in entering into this Licence neither of us is relying on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Licence or not) relating to the subject matter of this Licence, other than as expressly set out in this Licence. 16.6 Except as expressly provided in this Licence the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law. 16.7 This Licence, the Schedule and any documents annexed as appendices to this Licence contain the whole agreement between us relating to the subject matter. 16.8 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 16.9 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 16.10 Which laws apply to it; this Licence and where you may bring legal proceedings. This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (hincluding non- contractual disputes or claims) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall not affect the validity and enforceability have exclusive jurisdiction to settle any dispute or claim arising out of the rest of or in connection with this Agreement; Licence or its subject matter or formation (i) You may not assign including non-contractual disputes or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersclaims).

Appears in 1 contract

Samples: Software License Agreement

OTHER IMPORTANT TERMS. 12.1. 8.1 You agree that we may collect and use technical data and related information that is gathered periodically by us related to your use of the Hub and/or the Products to facilitate the provision of support and other services for both you and other customers. 8.2 Unless specifically agreed in writing by us, nothing in this Licence requires us to provide maintenance, upgrades or any other services of any kind. 8.3 We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified of this Licence at any time without prior notice. 8.4 We may withdraw the Hub or any Products at any time without prior notice. 8.5 In the event of any conflict between the terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance Contract and the terms of and agreement to the amended termsLicence, the terms of the Contract shall prevail. 12.28.6 We may transfer our rights and obligations under this Licence to another organisation but this will not affect your rights or our obligations under this Licence. 8.7 This Licence, the Contract and any document expressly referred to in them constitute the entire agreement between you and us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on behalf of us which is not set out in this Agreement; (b) the Licence, the Contract or any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply them. 8.8 If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. Each of the joint customersclauses of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect. 8.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. Both Parties agree to submit to the exclusive jurisdiction of the English courts.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.1. 10.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 10.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. 10.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter. 10.4 You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, that in entering into this Agreement, You Licence you do not rely on and shall have no remedies in respect of any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. 10.5 You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion in it. 10.6 A waiver of any other terms that You seek to impose right or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded remedy is only effective if given in writing and incorporated into shall not be deemed a waiver of any subsequent right or remedy. 10.7 A delay or failure to exercise, or the terms single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 10.8 Each of the clauses of this Agreement; (f) if We decide not to exercise Licence operates separately. If any court or enforce competent authority decides that any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, them are unlawful or unenforceable unenforceable, the remaining conditions will remain in full force and effect. 10.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability exclusive jurisdiction of the rest courts of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation England and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersWales.

Appears in 1 contract

Samples: Licence Agreement

OTHER IMPORTANT TERMS. 12.1. 8.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 8.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on . 8.3 This Licence and any document expressly referred to in it constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement in this Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion of any other terms in it. 8.4 If we fail to insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. 8.5 Each of the joint customersconditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

Appears in 1 contract

Samples: Software License Agreement

OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; ; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customersStorers, each individual customer person takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersseverally.

Appears in 1 contract

Samples: Self Storage Agreement

OTHER IMPORTANT TERMS. 12.1. 11.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 11.2 You may only transfer your rights or your obligations under this Licence to You another person or entity if we agree in writing. The modified terms will take effect on . 11.3 This Licence and any document expressly referred to in it constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion of any other terms in it. 11.4 If we fail to insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing [signed by us], and that will not mean that we will automatically waive any one later default by you. 11.5 Each of the joint customersconditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.1. 11.1 We may vary transfer our rights and obligations under this Licence to another entity, but this will not affect your rights or our obligations under this Licence. 11.2 We may amend the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified Licence from time to You time by giving you notice in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit Software after such notice has been given will be considered as Your constitute your acceptance of and agreement to the amended termsamendment of this Licence. 12.2. You acknowledge 11.3 This Licence constitutes the entire agreement between us and agree that: (a) supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter provided that if this Licence is a Business Licence, the terms of this document (including Licence may be varied by the StoreProtect addendum where applicable) constitute the whole terms of any maintenance agreement with Us and, entered into by us. You agree that you shall have no remedies in entering this Agreement, You do not rely on respect of any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions statement in this in this Licence. 11.4 If we fail to insist that you perform any of your obligations under this Licence, or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described if we do not enforce our rights against you, or if we delay in them but they doing so, that will not form part mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 11.5 Each of this Agreement or have any contractual force; (c) the terms of this Agreement apply to Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the exclusion of remaining terms will remain in full force and effect. 11.6 This Licence is written in the English language. If this Licence is translated into any other terms that You seek to impose or incorporatelanguage, or which the English language version shall prevail. 11.7 If this is a Home Licence, this Licence, its subject matter and its formation, are implied governed by Scots law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between . You and Us, have been recorded in writing and incorporated into we both agree that the terms courts of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us Scotland will have any rights under non-exclusive jurisdiction. 11.8 If this Agreement is a Business Licence, this Licence, its subject matter and accordingly the Contracts its formation (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.and

Appears in 1 contract

Samples: Software License Agreement

OTHER IMPORTANT TERMS. 12.1. 8.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termsLicence. 12.2. You acknowledge and agree that: 8.2 Our Software transfer policy is as follows: (a) NFR licences for which no commercial fee has been paid are non-transferrable; (b) Academic licences are non-transferrable; (c) Trial licences are non-transferrable; (d) All other licences are transferrable. Licence transfers are subject to an administration fee and a yearly usage fee. The fee structure is outlined on this website. 8.3 This Licence constitutes the terms entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described statement in them but they will not form part of this Agreement or have any contractual force; (c) the terms of in this Agreement apply Licence. 8.4 If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. 8.5 Each of the joint customersconditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 8.6 Please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.

Appears in 1 contract

Samples: License Agreement

OTHER IMPORTANT TERMS. 12.110.1. We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 00.0. Xxx may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. 10.3. The modified terms will take effect on This Licence and any document expressly referred to in it constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose any statement in this Licence or any document expressly referred to in it. 10.4. If we fail to insist that you perform any of giving an approximate idea your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you. 10.5. Each of the services described in them but they will not form part conditions of this Agreement Licence operates separately. If any court or have competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 10.6. This Licence, its subject matter, and its formation (and any non-contractual force; (cdisputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales. This clause shall not apply to the extent that applicable legislation deems you are dealing as a consumer pursuant to this Licence in which event you shall be entitled to seek remedies pursuant to such local law and/or jurisdiction as the relevant applicable consumer protection laws stipulate and which laws cannot be legally excluded from the terms of this Agreement apply to Licence. For the exclusion avoidance of any other terms that You seek to impose or incorporatedoubt, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into Licence does not vary the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You our subscription agreement with your employer and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement event of conflict of terms our main subscription agreement will take precedence to another organisation and will let You know if We plan the full extent required to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersresolve such conflict.

Appears in 1 contract

Samples: End User Licence Agreement

OTHER IMPORTANT TERMS. 12.1. We 11.1 iSIZE may vary the Storage Costs transfer its rights and obligations under this XXXX to another organisation, but this will not affect your rights or other terms of iSIZE's obligations under this Agreement and add new terms and conditions as long as such changes are notified XXXX. 11.2 You may only transfer your rights or your obligations under this XXXX to You another person if xXXXX agrees in writing. The modified terms will take effect on . 11.3 This XXXX constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between you and iSIZE and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and iSIZE, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) XXXX. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described statement in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply XXXX. 11.4 If iSIZE fails to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may XXXX, or if iSIZE does not enforce Our its rights against you, or if iSIZE delays in doing so, that will not mean that iSIZE has waived its rights against you and will not mean that you do not have to comply with those obligations. If iSIZE does waive a default by you, it will only do so in writing signed by iSIZE, and that will not mean that iSIZE will automatically waive any one later default by you. 11.5 Each of the joint customersconditions of this XXXX operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 11.6 This XXXX, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. You and iSIZE both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.1. 15.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. Licence. 15.2 You may end only transfer your rights or obligations under this Agreement without charge before the change takes effect by giving notice Licence to another person if we agree in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termswriting in advance. 12.2. You acknowledge 15.3 This Licence and agree that: (a) the terms of this any document (including links to information on the StoreProtect addendum where applicableWebsite) constitute expressly referred to in it constitutes the whole entire agreement with Us andbetween us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in entering this Agreement, You do not rely on respect of any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions statement in this in this Licence. 15.4 If we fail to insist that you perform any of your obligations under this Licence, or illustrations on Our website are published for the sole purpose of giving an approximate idea if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 15.5 Each of the services described in them but they will not form part conditions of this Agreement Licence operates separately. If any provision or have any contractual force; (c) the terms part- provision of this Agreement apply Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the exclusion of any other terms that You seek minimum extent necessary to impose or incorporatemake it valid, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us legal and We have, prior to You entering into this Agreement, answered all enforceable. If such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it modification is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly possible, the Contracts (Rights relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of Third Parties) Act 1999 shall not apply to it; (h) if any a provision or part-provision of under this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that condition shall not affect the validity and enforceability of the rest of this Agreement; Licence. 15.6 You hereby grant us a non-exclusive, worldwide, non-sublicensable, non- transferable, irrevocable right to use Derivative Works and/or your name, logos, trademarks, webpages, or any other distinctive feature of Derivative Works for marketing purposes, press releases, product brochures and financial reports and, in so doing, refer to the fact that you have used the Software. 15.7 You further agree to our establishment of a hyperlink to your corresponding online service within the framework of our Website. 15.8 This Licence, its subject matter and its formation (iand any non-contractual disputes or claims) You may not assign or transfer any of Your rights under this Agreement or part with possession are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation courts of England and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersWales.

Appears in 1 contract

Samples: Licensing Agreement

OTHER IMPORTANT TERMS. 12.118.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. 18.2 You may vary the Storage Costs only transfer your rights or other terms of your obligations under this Appliance Agreement and add new terms and conditions as long as such changes are notified to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this 18.3 This Appliance Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Appliance Agreement. 18.4 Nothing in this Appliance Agreement is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 18.5 Each of us acknowledges and agrees that in entering into this Appliance Agreement neither of us is relying on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Appliance Agreement or not) relating to the subject matter of this Appliance Agreement, other than as expressly set out in this Appliance Agreement. 18.6 Except as expressly provided in this Appliance Agreement the rights and remedies provided under this Appliance Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 18.7 This Appliance Agreement, the Schedule and any documents annexed as appendices to this Appliance Agreement contain the whole agreement between us relating to the subject matter. 18.8 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 18.9 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 18.10 Which laws apply to it; this Appliance Agreement and where you may bring legal proceedings. This Appliance Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (hincluding non-contractual disputes or claims) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall not affect the validity and enforceability have exclusive jurisdiction to settle any dispute or claim arising out of the rest of or in connection with this Agreement; (i) You may not assign or transfer any of Your rights under this Appliance Agreement or part with possession of the Unit its subject matter or Goods whilst they are in the Facility; formation (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two including non- contractual disputes or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersclaims).

Appears in 1 contract

Samples: Appliance Agreement

OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; ; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; ; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customersStorers, each individual customer person takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersseverally.

Appears in 1 contract

Samples: Self Storage Agreement

OTHER IMPORTANT TERMS. 12.1. 8.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 8.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on . 8.3 This Licence and any document expressly referred to in it constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement in this Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion of any other terms in it. 8.4 If we fail to insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. 8.5 Each of the joint customersconditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 8.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 1 contract

Samples: License Agreement

OTHER IMPORTANT TERMS. 12.1. We 15.1 Supplier may vary the Storage Costs or other terms of transfer its rights and obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writinganother organisation, but this shall not affect Customer's rights or Supplier's obligations under this Agreement. 15.2 Customer may transfer its rights or obligations, or otherwise deal with its rights, under this Agreement with Supplier's prior written consent that may not be unreasonably withheld or delayed. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date Upon a change of Our notice. You Control of Customer Supplier may end terminate this Agreement without charge before notice unless the change takes effect by giving notice Supplier has agreed otherwise in accordance with Condition 9.2. Otherwisewriting, Your continued use of the Unit will such agreement not to be considered as Your acceptance of and agreement to the amended termsunreasonably withheld or delayed. 12.215.3 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or oral, relating to its subject matter. You acknowledge and agree that: (a) the terms Customer agrees that it shall have no remedies in respect of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promisemisstatement, representation, misrepresentation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) . Customer agrees that it shall have no claim for innocent, negligent misrepresentation or negligent misstatement based on any descriptions statement made to Customer prior to entering into this Agreement or illustrations on Our website are published for the sole purpose of giving an approximate idea included expressly or impliedly in this Agreement. 15.4 This Agreement shall apply to any use Customer makes of the services described Software at any time. No terms in them but they any documents or other correspondence that Customer may send to the Supplier, including any terms in any Quotation Request, Renewal Request, Purchase Order or terms of business, shall apply. 15.5 Failure by either Party to demand the enforcement of any obligations imposed on the other Party by this Agreement, or any delay in doing so, shall not constitute a waiver of that obligation. A waiver of any default by Supplier will only be effective if it is in writing executed by one of Supplier's directors and will not form part constitute a waiver of any subsequent default by Customer. 15.6 Each provision of this Agreement operates separately. If any court or have competent authority decides that any contractual force; (c) one of the terms provisions is unlawful, invalid or unenforceable, but would be lawful, valid or enforceable if some part of this Agreement it were deleted or modified, the provision in question shall apply with such deletion or modification as may be necessary to make it lawful, valid or enforceable, and the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us remaining conditions will remain in full force and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into effect. 15.7 Supplier may modify the terms of this Agreement; , at Supplier's sole discretion, providing that these modifications will not change the duration of this Agreement nor the principal characteristics of what is provided to Customer. Supplier shall notify Customer before Supplier makes any changes to these terms, in one of the following ways: (fa) if We decide not to exercise If Customer downloads or enforce install a new version of the Software, the terms included with the Software will replace these terms. (b) The license terms included within the Software are available on Supplier's website xxxxxxxxxxxxxxxx.xxx. (c) Supplier may email Customer. Customer's continued installation and use of the Software after Supplier provides notice of any right amended terms constitutes Customer's acceptance of the amended terms. In the event that We have against You at a particular time, then this Customer does not prevent Us from deciding accept the changes to exercise these terms, Customer shall immediately cease to use the Software provided to Customer under this Agreement, notify Supplier accordingly, and this Agreement shall terminate immediately. Customer shall be entitled to a refund of any unused portion of the Fees paid or enforce that right at a later date unless We tell You payable by Customer in writing that We have waived or given up Our ability respect of the Licence Period during which the termination occurs. 15.8 This Agreement does not give rise to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 Xxx 0000 to enforce any term of this Agreement. 15.9 Supplier may, at its option, refer to and use Customer's name and/or Customer's trademark or logo in any customer list or logo sheet included in Supplier's marketing materials. 15.10 If Customer provides Supplier with any feedback on the Software or Supplier's products or services, Customer grants to Supplier and its Affiliates and licensors the right to use such feedback to develop services and products and to create and own derivative works based on such feedback. Without limiting the foregoing, Supplier, its Affiliates and its licensors may use information received from Customer to test, develop, improve and enhance its products and services. 15.11 Any notice given by either Party under or in connection with this Agreement shall be sent by email to the other Party's commercial or legal contact previously notified to that Party. Any notice shall be deemed to have been received at the time it is sent. This section does not apply to it;the service of any proceedings or other documents in any legal action. 15.12 The Parties agree that legal proceedings and associated documents shall be validly served on the other Party if they are delivered by hand to the registered office of the other Party. 15.13 If Customer is invoiced for the Licence Fees anywhere other than in the United States, this Agreement, its subject matter and its formation (hand any non-contractual disputes or claims) if are governed by English law and the courts of England and Wales shall have exclusive jurisdiction over all disputes, arguments and/or differences of opinion between the Parties arising out of or in connection with this Agreement. 15.14 If Customer is invoiced for the Licence Fees in the United States, this Agreement, its subject matter and its formation (and any provision noncontractual disputes or part-provision claims) are governed by the laws of New York and all disputes, arguments and/or differences of opinion between the Parties arising out of or in connection with this Agreement shall be submitted to mandatory, final and binding arbitration before a single arbitrator in New York in accordance with the Commercial Arbitration rules of the American Arbitration Association. The language of the arbitration shall be English. 15.15 Nothing in this Agreement shall limit or exclude Supplier's right to enforce Supplier's rights in relation to Supplier's intellectual property that subsists in any territory where the Software is used (whether or not such use is authorised). 15.16 If this Agreement is or becomes invalidtranslated into any other language, unlawful or unenforceable to any extentthe translation will be for reference purposes only, it shall and only the English version will be treated as deletedlegally binding. If there is discrepancy between the English text and the translated text, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and English text will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersgovern.

Appears in 1 contract

Samples: Software License Agreement

OTHER IMPORTANT TERMS. 12.1. 13.1 We may vary at any time sub-license, assign, novate, charge or deal in any other manner with any or all of our rights and obligations under this Licence, provided we give written notice to you if this happens. 13.2 You shall not: 13.2.1 sub-license, assign or novate the Storage Costs benefit or other terms burden of this Agreement Licence in whole or in part; 13.2.2 allow the Software to become the subject of any charge, lien or encumbrance; and 13.2.3 deal in any other manner with any or all of its rights and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end obligations under this Agreement Licence, without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termsour prior written consent. 12.2. 13.3 You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do we confirm that we are each acting on our own behalf and not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion benefit of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this person. 13.4 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. 13.5 You hereby agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not apply set out in this Licence or any document expressly referred to in it and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it;. (h) if 13.6 Each of the provisions of this Licence operates separately. If any court or relevant authority decides that any of provision or part-provision of this Agreement is or becomes invalid, unlawful illegal or unenforceable to any extentunenforceable, it shall be treated as deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may Licence. 13.7 If we do not assign insist immediately that you do anything you are required to do under this Licence, or transfer if we delay in taking steps against you in respect of your breaking the terms of this Licence, or if we do not enforce all or any of Your our rights under against you, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 13.8 This Licence (and any document referred to in it) contains the whole agreement between you and us relating to the subject matter hereof (to the exclusion of any terms, provisions or conditions contained on or within any purchase order, acknowledgement or other business form that you may use in connection with this Agreement Licence) and supersedes all prior agreements, arrangements and understandings between you and us relating to that subject matter. 13.9 No variation of this Licence shall be effective unless it is in writing and signed by us. 13.10 This Licence, its subject matter and its formation (and any non-contractual disputes or part claims) shall be governed by and construed in accordance with possession English law. We both hereby irrevocably agree to the exclusive jurisdiction of the Unit or Goods whilst they are courts of England and Wales. 13.11 This Licence is prepared in the Facility; (j) We may transfer Our rights under English language and if it is translated into any other language, the English language version of this Agreement to another organisation and will let You know Licence shall prevail if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersis a conflict.

Appears in 1 contract

Samples: Licence Agreement

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OTHER IMPORTANT TERMS. 12.116.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. 16.2 You may vary the Storage Costs only transfer your rights or other terms of your obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this 16.3 This Licence does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. 16.4 Nothing in this Licence is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 16.5 Each of us acknowledges and agrees that in entering into this Licence neither of us is relying on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Licence or not) relating to the subject matter of this Licence, other than as expressly set out in this Licence. 16.6 Except as expressly provided in this Licence the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law. 16.7 This Licence, the Schedule and any documents annexed as appendices to this Licence contain the whole agreement between us relating to the subject matter. 16.8 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 16.9 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 16.10 Which laws apply to it; this Licence and where you may bring legal proceedings. This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (hincluding non- contractual disputes or claims) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall not affect the validity and enforceability have exclusive jurisdiction to settle any dispute or claim arising out of the rest of or in connection with this Agreement; Licence or its subject matter or formation (i) You may not assign including non-contractual disputes or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersclaims).

Appears in 1 contract

Samples: Software License Agreement

OTHER IMPORTANT TERMS. 12.111.1. We will only use your personal information as set out in our privacy policy: xxxxx://xxx.xxx.xx/government/organisations/public-health- england/about/personal-information-charter. 11.2. We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our noticeLicence. 11.3. You may end only transfer your rights or your obligations under this Agreement without charge before the change takes effect by giving notice Licence to another person if we agree in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termswriting. 12.211.4. This Licence and any document expressly referred to in it constitute the entire agreement between you and us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on behalf of the us which is not set out in this Agreement; (b) Licence or any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply it. 11.5. If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and severally will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 11.6. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 11.7. All information, data, drawings, specifications, documentation, listings, or object code which we may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles underlying the same) or Technical Documentation or procedures or modems is confidential. You hereby agree that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence (in whole or with respect to the Support Services only), disclose the same, whether directly or indirectly to any third party without our prior written consent. We may enforce Our rights against grant permission for any one disclosure required by a governmental agency having regulatory authority over you. 11.8. We shall not be liable to you for any delay in performing, or for failure to perform, our obligations under this Licence if the delay or failure results from any cause or circumstance beyond our reasonable control (Force Majeure Event), provided the same arises without our fault or negligence. If a Force Majeure Event occurs, the date(s) for performance of the joint customersobligation affected shall be postponed for as long as is made necessary by the Force Majeure Event, provided that, if any Force Majeure Event continues for a period of or exceeding three months, either party may terminate this Licence immediately by written notice to the other party. We shall use our reasonable endeavours to minimise the effects of any Force Majeure Event. 11.9. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.1. 13.1 We may vary transfer and assign our rights and obligations under this XXXX to another organisation, but this will not affect your rights or our obligations under this XXXX. 13.2 You may only transfer or assign your rights or obligations under this XXXX to another person if we agree in writing. 13.3 If we fail to insist that you perform any of your obligations under this XXXX, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any later default by you. 13.4 Each of the Storage Costs or other terms provisions of this Agreement XXXX operates separately. If any court or competent authority decides that any of them are invalid, illegal or unenforceable, the remaining provisions will remain in full force and add new terms effect. 13.5 If any invalid, illegal or unenforceable provision of this XXXX would be valid, enforceable and conditions legal if some part of it were deleted, the provisions shall apply with whatever modification is necessary to give effect as long far as such changes are notified possible to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use commercial intention of the Unit will be considered parties. 13.6 Please note that, save as Your acceptance expressly set out in the Standard Contractual Clauses (if applicable), disputes or claims arising in connection with this XXXX, its subject matter and its formation (including non-contractual disputes or claims) are governed by English law. 13.7 You irrevocably agree for our exclusive benefit that the courts of England shall have exclusive jurisdiction (save as expressly set out in clause 13.8 and agreement the Standard Contractual Clauses (if applicable)) to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of or in connection with this XXXX, its subject matter or formation (including non-contractual disputes or claims) and for such purposes you irrevocably submit to the amended termsjurisdiction of such courts. 12.2. You acknowledge 13.8 Nothing in clause 13.7 shall limit our right to take proceedings against you in any court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the talking of proceedings in any such other jurisdiction whether concurrently or not (unless precluded by applicable law). 13.9 This XXXX and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) any documents referred to in it, constitute the whole agreement with Us andbetween the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover. 13.10 Each of the parties acknowledges and agrees that in entering into this Agreement, You do XXXX it does not rely on any statementundertaking, promise, assurance, statement, representation, assurance warranty or warranty which is not understanding (whether in writing or not) of any person (whether party to this XXXX or not) relating to the subject matter of this XXXX, other than as expressly set out in this Agreement; (b) any descriptions XXXX. 13.11 Nothing in this XXXX is intended to or illustrations on Our website are published shall operate to create a partnership between the parties, or authorise either party to act as agent for the sole purpose other, and neither party shall have the authority to act in the name or on behalf of giving an approximate idea of or otherwise to bind the services described other in them any way (including, but they will not form part of this Agreement or have any contractual force; (c) limited to, the terms of this Agreement apply to the exclusion making of any other terms that You seek to impose representation or incorporatewarranty, the assumption of any obligation or which are implied by law, trade custom, practice or course liability and the exercise of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this or power). 13.12 This XXXX does not prevent Us from deciding to exercise confer any rights on any person or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; party (g) it is not intended that anyone other than You the parties to this XXXX and, where applicable, their successors and Us will have any rights under this Agreement and accordingly permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers1999.

Appears in 1 contract

Samples: End User License Agreement (Eula)

OTHER IMPORTANT TERMS. 12.1. 9.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 9.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on . 9.3 This Licence (and any Licence Agreement entered into between us and you) constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; Licence (b) or any descriptions Licence Agreement entered into between us and you). You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part this in this Licence (or Licence Agreement entered into between us and you). 9.4 The terms of this Agreement Licence will prevail over the terms of any Evaluation Plan to the extent of any inconsistency or have conflict. In the event of any contractual force; (c) conflict between the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us Licence and We have, prior to You entering into this its corresponding Licence Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of the Licence Agreement will prevail. 9.5 If we fail to insist that you perform any of your obligations under this Agreement; (f) Licence, or if We decide we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to exercise comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 9.6 Save for our third party licensors who may enforce this Licence in so far as it relates to your use of their software or enforce any right that We have against You at a particular timedocuments under this Licence, then this Licence does not prevent Us from deciding grant to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any third party any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply Xxx 0000 to it;enforce any of its terms. (h) if any provision or part-provision 9.7 Each of the conditions of this Agreement is Licence operates separately. If any court or becomes invalid, competent authority decides that any of them are unlawful or unenforceable unenforceable, the remaining conditions will remain in full force and effect. 9.8 This Licence, its subject matter and its formation (and any non-contractual disputes or claims relating to any extent, it shall be treated as deleted, but that shall not affect or them) are governed by English law. We both irrevocably agree to the validity and enforceability exclusive jurisdiction of the rest courts of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation England and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersWales.

Appears in 1 contract

Samples: End User License Agreement (Eula)

OTHER IMPORTANT TERMS. 12.111.1. We will only use your personal information as set out in our privacy policy, which can be found here. 11.2. We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our noticeLicence. 11.3. You may end only transfer your rights or your obligations under this Agreement without charge before the change takes effect by giving notice Licence to another person if we agree in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended termswriting. 12.211.4. This Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do that you have not rely relied on any statement, promise, representation, assurance promise or warranty representation made or given by or on behalf of the us which is not set out in this Agreement; (b) Licence or any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described document expressly referred to in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply it. 11.5. If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and severally will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 11.6. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 11.7. All information, data, drawings, specifications, documentation, listings, or object code which we may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles underlying the same) or Technical Documentation or procedures or modems is confidential. You hereby agree that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence (in whole or with respect to the Support Services only), disclose the same, whether directly or indirectly to any third party without our prior written consent. We may enforce Our rights against grant permission for any one disclosure required by a governmental agency having regulatory authority over you. 11.8. We shall not be liable to you for any delay in performing, or for failure to perform, our obligations under this Licence if the delay or failure results from any cause or circumstance beyond our reasonable control (Force Majeure Event), provided the same arises without our fault or negligence. If a Force Majeure Event occurs, the date(s) for performance of the joint customersobligation affected shall be postponed for as long as is made necessary by the Force Majeure Event, provided that, if any Force Majeure Event continues for a period of or exceeding three months, either party may terminate this Licence immediately by written notice to the other party. We shall use our reasonable endeavours to minimise the effects of any Force Majeure Event. 11.9. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.118.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. 18.2 You may vary the Storage Costs only transfer your rights or other terms of your obligations under this Appliance Agreement and add new terms and conditions as long as such changes are notified to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this 18.3 This Appliance Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding give rise to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 Xxx 0000 to enforce any term of this Appliance Agreement. 18.4 Nothing in this Appliance Agreement is intended to or shall operate to create a partnership between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 18.5 Each of us acknowledges and agrees that in entering into this Appliance Agreement neither of us is relying on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Appliance Agreement or not) relating to the subject matter of this Appliance Agreement, other than as expressly set out in this Appliance Agreement. 18.6 Except as expressly provided in this Appliance Agreement the rights and remedies provided under this Appliance Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 18.7 This Appliance Agreement, the Schedule and any documents annexed as appendices to this Appliance Agreement contain the whole agreement between us relating to the subject matter. 18.8 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 18.9 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 18.10 Which laws apply to it; this Appliance Agreement and where you may bring legal proceedings. This Appliance Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (hincluding non-contractual disputes or claims) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall not affect the validity and enforceability have exclusive jurisdiction to settle any dispute or claim arising out of the rest of or in connection with this Agreement; (i) You may not assign or transfer any of Your rights under this Appliance Agreement or part with possession of the Unit its subject matter or Goods whilst they are in the Facility; formation (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two including non- contractual disputes or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersclaims).

Appears in 1 contract

Samples: Appliance Agreement

OTHER IMPORTANT TERMS. 12.1. 9.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 9.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on . 9.3 This Licence and any document expressly referred to in it constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion of any other terms in it. 9.4 If we fail to insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any one later default by you. 9.5 Each of the joint customersconditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 9.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 1 contract

Samples: End User License Agreement (Eula)

OTHER IMPORTANT TERMS. 12.1. 10.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 10.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. 10.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter. 10.4 You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, that in entering into this Agreement, You Licence you do not rely on and shall have no remedies in respect of any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. 10.5 You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion in it. 10.6 A waiver of any other terms that You seek to impose right or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded remedy is only effective if given in writing and incorporated into shall not be deemed a waiver of any subsequent right or remedy. 10.7 A delay or failure to exercise, or the terms single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 10.8 Each of the paragraphs of this Agreement; (f) if We decide not to exercise Licence operates separately. If any court or enforce competent authority decides that any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, them are unlawful or unenforceable unenforceable, the remaining conditions will remain in full force and effect. 10.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability exclusive jurisdiction of the rest courts of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation England and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersWales.

Appears in 1 contract

Samples: Licence Agreement

OTHER IMPORTANT TERMS. 12.1. 11.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms our obligations under this Licence. 11.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing. 11.3 No provision of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect Licence is enforceable by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which person who is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply a party to the exclusion of any other terms that You seek it whether pursuant to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall Xxx 0000 or otherwise. 11.4 This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not apply set out in this Licence. You agree that you will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence. 11.5 If we fail to it;insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you. (h) if any provision or part-11.6 Each provision of this Agreement is Licence operates separately. If any court or becomes invalid, competent authority decides that any of them are unlawful or unenforceable unenforceable, the remaining provisions will remain in full force and effect. 11.7 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability exclusive jurisdiction of the rest courts of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation England and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersWales.

Appears in 1 contract

Samples: Software Licence Agreement

OTHER IMPORTANT TERMS. 12.1. 7.1 We may vary the Storage Costs transfer our rights and obligations under this License to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified License. 7.2 You may only transfer your rights or your obligations under this License to You another person if we agree in writing. The modified terms will take effect on . 7.3 This License constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) License. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions or illustrations on Our website are published for statement in this in this License and the sole purpose only cause of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) action available to you under the terms of this Agreement apply License in respect of any claim arising out of or in connection with this License shall be for breach of contract. 7.4 Any notice given by you to us, or by us to you, may be delivered by hand, post, courier or email. 7.5 If we fail to insist that you perform any of your obligations under this License, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 7.6 Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 7.7 You must comply with all applicable governmental laws, statutes, ordinances, administrative orders, rules and regulations including, without limitation, those related to the exclusion export of technical materials. 7.8 This License is not intended nor shall be construed to confer upon or give to any person or entity other terms than Licensee and Cloudhouse any rights, remedies or other benefits under or by reason of this License save that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into Cloudhouse’s affiliates may enforce the terms of this Agreement; License. 7.9 You consent to the collection, processing and transfer of data and information related to the business relationship between Licensee and Cloudhouse, including the transfer of personally identifiable data (ffor example names, email addresses, telephone numbers) if We decide not to exercise or enforce any right that We have against You at a particular timeand between Cloudhouse and its affiliates wherever they may be located, then this does not prevent Us from deciding for the purposes of allowing Cloudhouse and its affiliates to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the perform its obligations under this Agreement jointly License and severally to manage and We may enforce Our rights against administer the License. Such data will be subject to Cloudhouse’s privacy policy, a copy of which is available on xxx.xxxxxxxxxx.xxx. 7.10 Cloudhouse shall not be liable hereunder by reason of any one failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes, acts of terrorists, or any other cause which is beyond the reasonable control of Cloudhouse. 7.11 This License can be modified only by a written amendment signed by persons duly authorized to sign agreements on behalf of Licensee and Cloudhouse. 7.12 This License, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. Cloudhouse and Licensee both irrevocably agree to the exclusive jurisdiction of the joint customerscourts of England and Wales.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.1. 9.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 9.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on . 9.3 This Licence (and any Licence Agreement entered into between us and you) constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; Licence (b) or any descriptions Licence Agreement entered into between us and you). You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part this in this Licence (or Licence Agreement entered into between us and you). 9.4 The terms of this Agreement Licence will prevail over the terms of any Evaluation Plan to the extent of any inconsistency or have conflict. In the event of any contractual force; (c) conflict between the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us Licence and We have, prior to You entering into this its corresponding Licence Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of the Licence Agreement will prevail. 9.5 If we fail to insist that you perform any of your obligations under this Agreement; (f) Licence, or if We decide we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to exercise comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 9.6 Save for our third party licensors who may enforce this Licence in so far as it relates to your use of their software or enforce any right that We have against You at a particular timedocuments under this Licence, then this Licence does not prevent Us from deciding grant to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any third party any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply Xxx 0000 to it;enforce any of its terms. (h) if any provision or part-provision 9.7 Each of the conditions of this Agreement is Licence operates separately. If any court or becomes invalid, competent authority decides that any of them are unlawful or unenforceable unenforceable, the remaining conditions will remain in full force and effect. 9.8 This Licence, its subject matter and its formation (and any non-contractual disputes or claims relating to any extent, it shall be treated as deleted, but that shall not affect or them) are governed by English law. We both irrevocably agree to the validity and enforceability exclusive jurisdiction of the rest courts of this Agreement; England and Wales. Notwithstanding the foregoing or anything to the contrary, nothing shall prevent us from bringing claims or actions for infringement of intellectual property rights (iincluding related causes of action, such as breach of contract) You may not assign in any and all jurisdictions where such infringement is alleged to occur, or transfer any of Your rights under this Agreement where you are incorporated, domiciled, conduct business, or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customershold assets.

Appears in 1 contract

Samples: End User License Agreement (Eula)

OTHER IMPORTANT TERMS. 12.1. 10.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 10.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on . 10.3 If you are a business customer, this Licence and any document expressly referred to in it constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement in this Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion of any other terms in it. 10.4 If we fail to insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. 10.5 Each of the joint customersconditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 10.6 If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. 10.7 If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion 22.1 A waiver of any other terms that You seek to impose right or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us remedy under these Terms and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded Conditions is only effective if given in writing and incorporated into the terms shall not be deemed a waiver of this Agreement; (f) if We decide not any subsequent breach or default. A failure or delay by a party to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived remedy provided under these Terms and Conditions or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 by law shall not apply to it;constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall preclude or restrict the further exercise of any such right or remedy. 22.2 Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided by law. 22.3 If any court or competent authority finds that any provision of these Terms and Conditions (hor part of any provision) if any is invalid, illegal or unenforceable, that provision or part-provision of this Agreement is or becomes invalidshall, unlawful or unenforceable to any extentthe extent required, it shall be treated as deemed to be deleted, but that shall not affect and the validity and enforceability of the rest other provisions of this these Terms and Conditions shall not be affected. 22.4 These Terms and Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of these Terms and Conditions. 22.5 Each party acknowledges that, in entering into these Terms and Conditions, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. 22.6 Each party agrees that its only liability in respect of those representations and warranties that are set out in these Terms and Conditions (whether made innocently or negligently) shall be for breach of Agreement; (i) . 22.7 You may not assign shall not, without our prior written consent, assign, transfer, charge, mortgage, sub-contract or transfer deal in any other manner with all or any of Your your rights or obligations under these Terms and Conditions. 22.8 Nothing in these Terms and Conditions is intended to, or shall operate to, create a partnership between the parties. 22.9 Except as expressly provided in these Terms and Conditions: 22.9.1 neither party authorises the other party to act as agent for it; and 22.9.2 neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 22.10 A person who is not a party to these Terms and Conditions shall not have any rights under this Agreement or part in connection with possession of the Unit or Goods whilst they are it. 22.11 We may be paid interest by a Hub Account Provider on sums held in a Hub Account(s), but no interest will be paid to you in relation to sums held in any Hub Account(s). If a Hub Account Provider pays interest into a Hub Account(s), such interest will not be held in the Facility; (jrelevant Hub Account(s) We may transfer Our on trust for you as set out in these Terms and Conditions but will instead be our legal and beneficial property. You shall have no entitlement to, or rights under this Agreement in respect of, such amount, and we will be free to another organisation withdraw it from the relevant Hub Account(s) at any time and will let You know if We plan to shall generally do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersso as soon as we can.

Appears in 1 contract

Samples: Customer Terms & Conditions

OTHER IMPORTANT TERMS. 12.1. We may vary the Storage Costs or other terms of this Agreement and add new terms and conditions as long as such changes are notified to You in writing. The modified terms will take effect on the first Due Date occurring not less than 28 days after the date of Our notice. You may end this Agreement without charge before the change takes effect by giving notice in accordance with Condition 9.2. Otherwise, Your continued use of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which is not set out in this Agreement; (b) any descriptions or illustrations on Our website are published for the sole purpose of giving an approximate idea of the services described in them but they will not form part of this Agreement or have any contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; ; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customers.

Appears in 1 contract

Samples: Self Storage Agreement

OTHER IMPORTANT TERMS. 12.1. 9.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 9.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on . 9.3 This Licence and any document expressly referred to in it constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion of any other terms in it. 9.4 If we fail to insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing [signed by us], and that will not mean that we will automatically waive any one later default by you. 9.5 Each of the joint customersconditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 9.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by French law. We both irrevocably agree to the exclusive jurisdiction of the courts of France.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.1. 8.1 We may vary the Storage Costs transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence. 8.2 You may only transfer your rights or your obligations under this Licence to You another person if we agree in writing. The modified terms will take effect on . 8.3 We reserve the first Due Date occurring not less than 28 days after right to make changes to the date of Our noticeSoftware through updates which may include discontinuing certain features. 8.4 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence or any descriptions document expressly referred to in it. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement in this Licence or have any contractual force; (c) the terms of this Agreement apply document expressly referred to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it it. 8.5 It is not intended that anyone other than You and Us will have to confer any rights under this Agreement and accordingly benefit on any third party by virtue of the Contracts Contract (Rights of Third Parties) Act 1999 shall not apply Xxx 0000. 8.6 If we fail to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but insist that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may Licence, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any one later default by you. 8.7 Each of the joint customersconditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 8.8 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 1 contract

Samples: Software License Agreement

OTHER IMPORTANT TERMS. 12.1. 10.1 We may vary the Storage Costs transfer our rights and obligations under this XXXX to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified XXXX. 10.2 You may only transfer your rights or your obligations under this XXXX to You another person if we agree in writing. The modified terms will take effect on . 10.3 This XXXX and any document expressly referred to constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) XXXX or any descriptions document expressly referred to. You agree that you shall have no claim for innocent or illustrations negligent misrepresentation or negligent misstatement based on Our website are published for the sole purpose of giving an approximate idea of the services described any statement in them but they will not form part of this Agreement XXXX or have any contractual force; (c) the terms of this Agreement apply document expressly referred to. 10.4 If we fail to the exclusion of any other terms insist that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer you perform any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the your obligations under this Agreement jointly and severally and We may XXXX, or if we do not enforce Our our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing [signed by us], and that will not mean that we will automatically waive any one later default by you. 10.5 Each of the joint customersconditions of this XXXX operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 10.6 This XXXX, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Appears in 1 contract

Samples: End User License Agreement

OTHER IMPORTANT TERMS. 12.1. 7.1 We may vary the Storage Costs transfer our rights and obligations under this Licence/Subscription to another organisation, but this will not affect your rights or other terms of our obligations under this Agreement and add new terms and conditions as long as such changes are notified Licence/Subscription. 7.2 You may only transfer your rights or your obligations under this Licence/Subscription to You another person if we agree in writing. The modified terms will take effect on . 7.3 This Licence/Subscription constitutes the first Due Date occurring not less than 28 days after the date of Our noticeentire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You may end this Agreement without charge before the change takes effect by giving notice agree that you shall have no remedies in accordance with Condition 9.2. Otherwise, Your continued use respect of the Unit will be considered as Your acceptance of and agreement to the amended terms. 12.2. You acknowledge and agree that: (a) the terms of this document (including the StoreProtect addendum where applicable) constitute the whole agreement with Us and, in entering this Agreement, You do not rely on any statement, promise, representation, assurance or warranty which (whether made innocently or negligently) that is not set out in this Agreement; (b) Licence/Subscription. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any descriptions statement in this in this Licence/Subscription. 7.4 If we fail to insist that you perform any of your obligations under this Licence/Subscription, or illustrations on Our website are published for the sole purpose of giving an approximate idea if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 7.5 Each of the services described conditions of this Licence/Subscription operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in them but they will not form part full force and effect. 7.6 This Licence/Subscription, and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of Scotland. The parties irrevocably agree that the courts of Scotland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or have any its subject matter (including non-contractual force; (c) the terms of this Agreement apply to the exclusion of any other terms that You seek to impose disputes or incorporate, or which are implied by law, trade custom, practice or course of dealing; (d) You have raised all queries relevant to Your decision to enter this Agreement with Us and We have, prior to You entering into this Agreement, answered all such queries to Your satisfaction; (e) any special terms agreed between You and Us, have been recorded in writing and incorporated into the terms of this Agreement; (f) if We decide not to exercise or enforce any right that We have against You at a particular time, then this does not prevent Us from deciding to exercise or enforce that right at a later date unless We tell You in writing that We have waived or given up Our ability to do so; (g) it is not intended that anyone other than You and Us will have any rights under this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to it; (h) if any provision or part-provision of this Agreement is or becomes invalid, unlawful or unenforceable to any extent, it shall be treated as deleted, but that shall not affect the validity and enforceability of the rest of this Agreement; (i) You may not assign or transfer any of Your rights under this Agreement or part with possession of the Unit or Goods whilst they are in the Facility; (j) We may transfer Our rights under this Agreement to another organisation and will let You know if We plan to do this; and (k) where there are two or more joint customers, each individual customer takes on the obligations under this Agreement jointly and severally and We may enforce Our rights against any one of the joint customersclaims).

Appears in 1 contract

Samples: Licence/Subscription Agreement

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