1. Definitions and interpretation

1. In this Agreement:

   Authorised Licensees

   means users being employees, personnel or contractors of the Licensee authorised by you to use the Software;

   Business Day

   means a day other than a Saturday, Sunday or bank or public holiday in England;

   Commencement Date

   means the date on which you click to accept this Agreement and pay the Licence Fees;

   Confidential Information

   means all information relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to that party’s technology, know-how, Intellectual Property Rights, products and customers. All information relating to the Software including any technical or operational specifications or data shall be part of the Licensor’s Confidential Information;

   Feedback

   has the meaning given to it at clause 10.4;

   Intellectual Property Rights

   means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
   ‍

   (a) whether registered or not;
   (b) including any applications to protect or register such rights;
   (c) including all renewals and extensions of such rights or applications;
   (d) whether vested, contingent or future; and
   (e) wherever existing;

   Invoice

   The invoice issued by our Third Party Platform that sets out the Licence Fees applicable for each Order;

   Licence Fees

   means the fees payable in advance by the Licensee to the Licensor per device in consideration of the licence of the Software under this Agreement as set out in Website; 

   Licence

   means together, the Licence Fees terms, the Subscription Services, this Agreement and any policies referred to in either this Licence, the Subscription Services or the Licence Fees;

   Licence Term

   begins for 12 months on the date set out in the Invoice, referred to as billing period and/or from the date for on which the Licensee pays the Licence Fees to the Licensor;

   Licence Data

   means all data (in any form) that is provided to the Licensor or uploaded to any part of any Subscription Services by the Licensee or by any Authorised Licensees or any data that is generated as a result of the Licensee or any Authorised Licensees use of its own data in the Subscription Services (but excluding Feedback);

   Order

   means (i) an Invoice or other ordering document agreed to in writing or electronically by the Licensee and the Licensor (or one of the Licensor’s authorised distributors, resellers or channel partners); (ii) a purchase order issued by the Licensee and accepted by Licensor in writing or electronically; or (iii) a quote issued by Licensor (or one of Licensor’s authorised distributors, resellers or channel partners) and accepted by you, in each case which references this Licence and sets forth the applicable Subscription Services to be provided by Licensor;

   Payment

   means the Licence Fees paid by the Licensee via a Third Party Platform

   Permitted Purpose

   means the internal business purpose of the Licensee and such internal business purpose only;

   Permitted Usage Rights

   means the permitted number of concurrent users across the permitted number of simultaneous devices for the licensed instance of the Software under this Agreement as set out at clause 4.3; 

   Privacy Policy

   means the Supplier’s privacy policy;

   Subscription Services

   means the Software you have downloaded by paying the Licence Fee; 

   Territory

   means the territory as specified in the Invoice;

   Third Party Software

   means any third party software in the Software;

   Third Party Platform

   means any third party platform used to collect the Licence Fee; 

   Update

   means a software maintenance update, patch or bug-fix which does not constitute an Upgrade;

   Upgrade

   means a generally released new release of the Software or the component that is a revision to the Licence, in each case which is designed to provide what the Licensor considers to be a major enhancement to the Software which alters its basic functionality;

   Website

   means https://www.goodnotes.com/business;

   VAT

   means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom;

   Warranty Period

   has the meaning given in clause 9.1.
2. In this Agreement:
   1. headings are included for convenience only and shall have no effect on interpretation;
   2. a reference to a ‘party’ includes that party’s successors and permitted assigns;
   3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
      
   4. words in the singular include the plural and vice versa;
      
   5. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; a reference to any legislation or legislative provision is a reference to it as in force at the date of this Agreement OR as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement.
      
   6. a reference to the Invoice includes this Agreement, the schedule and their respective schedules, appendices and annexes (if any);
      

2. System requirements

1. The Software requires the following technical specifications to operate correctly:
   1. Minimum Operating system requirements: iOS / macOS iOS 15.4 / macOS 12.3;
   2. Storage space: Minimum requirement of 452.5MB. Additional space will be necessary if users download Handwriting Recognition (HWR) models. Also, additional disk space is needed for user-created documents. Users will need an iCloud account to share or synchronise their documents with other users or with their other devices. They need to have enough iCloud storage space to share the document; and
   3. Other: Some internal features may require iOS 15.4 / macOS 12.3.
      

3. Licence

1. Subject to the terms of this Agreement and payment of the Licence Fee, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable (other than as permitted under clause 3.2) licence to access, download, install and/or use the Software for the Permitted Purpose only in the Territory and for the duration of the Licence Term.
2. The Licence granted under this Agreement includes a right for you to grant sub-licences to the Authorised Licensees provided always that you shall:
   1. be liable for the acts and omissions of the Authorised Licensees as if they were your own;
   2. procure that each Authorised Licensee is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement, including all obligations and restrictions relating to record keeping, audits and download, installation or use of the Software and the Licensor’s Confidential Information; and
   3. maintain a list of all Authorised Licensees and shall notify us within two Business Days if any updates to any list of Authorised Licensees are made.
      
3. Without prejudice to any other rights or obligations of either party, if you at any time have or obtain additional copies of the Software beyond those licensed under this Agreement (including duplicate deliveries), you shall promptly destroy the additional copies.
   
4. Third Party Software supplied as part of, or in addition to, the Software shall be subject to any additional terms and conditions and we will when practical notify you and provide you a copy, if any of the Third Party Software terms and conditions. You agree to comply with any terms and conditions relating to such Third Party Software.
   

4. Limitations on use

1. Except as expressly permitted under this Agreement or by law, you shall not:
   1. use, copy, modify, adapt, correct errors, or create derivative works from, the Software;
   2. decode, reverse engineer, disassemble, decompile or otherwise translate, make alterations to, the Software, create any derivative works based on the whole or any part of the Software, convert the Software, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, other than as expressly permitted under sections 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice In writing to us);
   3. assign, rent, loan, transfer, provide access, sub-licence, lease, resell, distribute or otherwise deal in or encumber the Software;
      
   4. remove or modify any copyright or similar notices, or any of the Licensor’s or any other person’s branding, that the Software causes to be displayed when used;
      
   5. install or use the Software, or permit it to be installed or used, by or on behalf of any third party, otherwise than for Permitted Purpose;
      
   6. interfere with any licence-key mechanism in the Software or otherwise attempt to circumvent or interfere with any security features of the Software or mechanisms intended to limit your use; or
      
   7. make the Software or copies of the Software available over a network or any other method of remote access, or facilitate the same.
      
2. You may make such backup copies of the Software for operational security or as otherwise reasonably necessary to support the normal use of the Software in accordance with this Agreement.
   
3. For each Software Licence that you pay for, unless otherwise specified in your Order, you may download a maximum of one production instance of the Software for use by one concurrent Authorised Licensee and that Authorised Licensee may use, run or operate the Software on a maximum of one device owned or operated by the Authorised Licensee.
   
4. You shall not exceed the Permitted Usage Rights and you acknowledge that you shall be required, without prejudice to any other rights or remedies to which we may be entitled, to pay us at the Licensor’s then-current rates for any additional usage of the Software.
   
5. You shall install, use and run the Software at all times in accordance with any instructions or user guidance and all other terms of this Agreement.
   
6. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Software (including any use in excess of the Permitted Usage Rights).
   

5. Download and installation

1. We shall provide all reasonable instructions, including any necessary activation codes or licence keys, once the Software has been paid for and downloaded. It is your responsibility to ensure that your computer system and network connection is capable of downloading the Software.
2. You shall be responsible for installing the Software in accordance with the instructions that we provide.
3. We shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of the Software over communications networks and facilities that we do not own, control or operate, including the internet.
4. Changes to services and terms: We may at our absolute discretion make updated versions of the Software or the Subscription Services referred to in any part of this Agreement (excluding in each case the Licence Fees) from time to time (“New Versions”). New Versions will replace the preceding version of the same Software for the purposes of this Agreement from the date 30 days after they are published on the Website (or at such later date as we may specify). You acknowledge that we are entitled to modify the features and functionality of the Software. We will use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the relevant Subscription Services by our customers generally.

6. Licence Fees

1. You will pay us the Licence Fees annually in advance as set out in the Invoice or set out on our Website via a Third Party Platform.
2. The Licence Fee and any other charges payable under this Agreement are exclusive of VAT which shall be payable by the Licensee at the rate and in the manner prescribed by law.
3. The Licensor reserves the right to increase the Licence Fees by a maximum of 15% on every anniversary of the Licence Term. The Licensor shall inform the Licensee in writing, with a minimum notice period of six (6) weeks, prior to the increase. The Licensor is entitled to increase the fees only once every twelve (12) months from the Licence Term.
4. If the Licensee wishes to increase the Permitted Usage Rights during the Licence Term, this increase of Permitted Usage Rights will be considered a new Order and will be executed by issuing a new Invoice which may be subject to increased Licence Fees.

7. Records and audit

1. You shall maintain accurate and complete records of the Licensee’s and its Authorised Licensees’ installation and usage of the Software including the:
   1. number of production licences that you have purchased under this Agreement;
   2. number and identity of any Authorised Licensees;
   3. number of copies (including backup copies); and
   4. location of installation sites and equipment or devices on which it is installed.
2. You shall allow and procure for the Licensor (and any authorised representatives of the Licensor) access to remotely inspect the equipment or device(s) on which the Software is installed and to audit (and take copies of) the relevant records of the Licensee and the Authorised Licensees, to the extent necessary to verify that the installation and use of the Software is in accordance with this Agreement.
3. Unless otherwise agreed in writing, the inspections and audits referred to in clause 7.2 shall be undertaken:
   1. during your normal business hours on Business Days;
   2. subject to the provision by us of a minimum of five Business Days’ notice; and
   3. not more than twice in any calendar year during the Licence Term.
4. You shall, at your own cost, provide all reasonable assistance and co-operation to us in conducting any inspection or audit undertaken under this clause 7. We will comply with your reasonable directions to minimise disruption to your business and to safeguard the confidentiality of your Confidential Information.
5. The provisions of this clause 7 shall survive termination or expiry of this Agreement for a period of 12 months.

8. Upgrades

1. The Licensor may from time to time offer additional features or Upgrades of the Software by email to the Licensee, setting out the commercial conditions and fees for the relevant additional features or the Upgrades. The Licensee shall be deemed to have accepted the terms of the email order (“Email Order”) upon confirming its acceptance by email.
2. If there is any conflict between this Licence and an Email Order, the terms and conditions of this Licence shall prevail.
3. If the Licensee opts not to upgrade or supplement their Licence with additional features, the Licensor will continue to offer their Licence for the version of the Software that the Licensee is currently using. The Licensee will be entitled to use that version of the Software for as long as the Licensor provides support for that specific version of the Software. As an illustration, the current version of the Goodnotes application is Goodnotes 6. Should the Licensee purchase Goodnotes 6, they can use it for as long as Goodnotes extends support for Goodnotes 6.

9. Warranty

1. The Licensor warrants that the Software, when used on a system meeting the technical requirements set out in clause 2 (as amended from time to time by notice to the Licensee) and in accordance with this Agreement, shall operate materially in accordance with the description of the Software maintained and published by the Licensor for 30 calendar days from the date the Software is purchased (the Warranty Period).
2. If you receive any Update or Upgrade of the Software under this Agreement during the Warranty Period, such Update or Upgrade will be covered under the warranty at clause 9.1 for the remainder of that original Warranty Period, but that Warranty Period will not be restarted or extended and no new Warranty Period shall apply as a result of any Update or Upgrade to the Software.
3. If there is a breach of the warranty in clause 9.1, provided that you notify us in writing within the Warranty Period and provide sufficient information to enable us to reproduce any errors, we will, at our option:
   1. use reasonable endeavours to correct the errors in the Software within a reasonable time; or
   2. terminate this Agreement and refund any prepaid Licence Fees, pro rata, as at the date of termination.
4. The warranty in clause 9.1 is subject to the Licensee complying with its obligations under, and using the Software in accordance with, this Agreement and is also subject to the limitations and exclusions set out in clause 12. In addition, the warranty shall not apply to the extent that any error in the Software arises as a result of:
   1. incorrect download, installation, operation or use of the Software (including any failure to follow any instructions set out on the Licensor’s website);
   2. download, installation or use of the Software other than for the purposes for which it is intended;
   3. modification or alteration of the Software without our written consent;
   4. download, installation or use of the Software with other software or on equipment with which it is incompatible;
   5. attempted repair, rectification or maintenance by any person other than the Licensor or a third party authorised by the Licensor;
   6. failure to notify us of any error within a reasonable period of time of it first occurring; or
   7. failure to install any Update or Upgrade recommended and made available by us.
5. You acknowledge that we do not give any warranty or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:
   1. any Third Party Software;
   2. the Software meeting the Licensee’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;
   3. the Software operating in a manner which is uninterrupted or free from minor errors or defects; or
   4. the Software being compatible with any software other than the Third Party Software or with any particular hardware.
6. Subject to clause 12.5, the provisions of clauses 9.3 and 10 set out the Licensee’s sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 9.1 or for any other error or defect in, defective performance or inability to use the Software or any part of it.
7. Other than as set out in this clause 9, and subject to clause 12.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

10. Intellectual Property Rights

1. The Licensee acknowledges that all Intellectual Property Rights in the Software are owned by or licensed to the Licensor, that the right to use the Software is licensed (not sold) to the Licensee and that the Licensee shall have no other rights other than those granted under the terms of this Agreement. For the avoidance of doubt, the Licensee shall have no right to access the Software in source code form.
2. If the Licensor has reason to believe that a third party claim may be brought by any third party alleging that the Software infringes any Intellectual Property Rights of a third party (an IPR Claim), the Licensor may at its sole option and expense, and the Licensee shall permit the Licensor to:
   1. modify or replace the Software to avoid infringement or alleged infringement; or
   2. terminate this Agreement and refund, pro-rata, any prepaid Licence Fees paid by the Licensee and unused at the date of such termination.
3. Subject to clause 12.5, the provisions of this clause 10 set out the Licensee’s sole and exclusive remedy (however arising, including in contract, tort, negligence or otherwise) for any IPR Claim.
4. The Licensor may use any feedback and suggestions for improvement relating to the subscription Services provided by the Licensee or any Authorised Licensees without charge or limitation (Feedback). The Licensee hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Licensor at the time such Feedback is first provided to the Licensor.

11. Indemnity

1. YOU SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS US (ON OUR OWN BEHALF ON BEHALF OF EACH OF OUR AFFILIATES) FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, DATA PROTECTION LOSSES, COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US (OR ANY OF OUR AFFILIATES) AS A RESULT OF YOUR BREACH OF THIS AGREEMENT. THIS CLAUSE 11 SHALL SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT.

12. Limitation of liability

1. The extent of the Licensor’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.
2. Subject to clause 12.5, the Licensor’s total aggregate liability however arising under or in connection with this Agreement shall not exceed an amount equal to 100% of the Licence Fee.
3. Subject to clause 12.5, the Licensor shall not be liable for consequential, indirect or special losses.
4. Subject to clause 12.5, the Licensor shall not be liable for any of the following (whether direct or indirect):
   1. loss of profit;
   2. loss of revenue;
   3. loss or corruption of data;
   4. loss or corruption of software or systems;
   5. loss or damage to equipment;
   6. loss of use;
   7. loss of production;
   8. loss of contract;
   9. loss of commercial opportunity;
   10. loss of savings, discount or rebate (whether actual or anticipated);
   11. harm to reputation or loss of goodwill;
   12. loss of business; and
   13. wasted expenditure.
5. Notwithstanding any other provision of this Agreement, the Licensor’s liability shall not be limited in any way in respect of the following:
   1. death or personal injury caused by negligence;
   2. fraud or fraudulent misrepresentation; or
   3. any other losses which cannot be excluded or limited by applicable law.

13. Term and Termination

1. This Agreement shall come into force on the Commencement Date and unless terminated earlier by the Licensor in accordance with the provisions of this Agreement shall continue until the last day of the Licence Term after which it shall automatically renew for one more year. We may terminate this Agreement at any time by giving you notice in writing if:
   1. you commit a material breach of this Agreement and such breach is not remediable;
   2. you commit a material breach of this Agreement which is not remedied within ten (10) Business Days of receiving written notice of such breach; or
   3. you fail to pay any amount due under this Agreement on the due date and such amount remains unpaid within 10 Business Days after you have received notification that the payment is overdue.
2. Any breach by the Licensee of clause 4 shall be deemed a material breach of this Agreement which is not remediable.
3. Consequences of termination
4. Immediately on termination or expiry of this Agreement (for any reason), the Licence and rights granted by us shall terminate and you shall (and, if applicable, shall procure that each Authorised Licensee shall):
   1. stop using, uninstall, delete or otherwise remove the Software from all computers or devices in your possession or control (or in the possession or control of any Authorised Licensee); and
   2. immediately and permanently destroy and delete or, if requested by us, return any copies of the Software in its possession, custody or control and, in case of destruction, issue a certification to us that you (and any Authorised Licensees) have done so.
5. You shall be responsible for backing up your data regularly and extracting it from the Software prior to the termination or expiry of this Agreement. We shall not be obliged to provide you with any assistance extracting or recovering data whether during or after the Licence Term.
6. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination; and
7. You are not entitled to a refund or other payment, except as otherwise stated in this Agreement.

14. Confidentiality

1. Any Confidential Information obtained by either party in connection with the provision of the Licence under this Agreement shall be treated by the receiving party as confidential, maintaining at least the same degree of care used to protect its own Confidential Information but not less than a reasonable degree of care, and the receiving party shall not, without the disclosing party’s prior written consent disclose, copy or modify any such Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under this Agreement.
   
2. The obligations under this clause 14 shall survive the termination or expiry of this Agreement for a period of five (5) years.
   

15. Licensee data

1. Licensee Data shall at all times remain the property of you or your licensors.
2. Except to the extent the Licensor has direct obligations under data protection laws, the Licensee acknowledges that the Licensor has no control over any Licensee Data hosted as part of the provision of the Subscription of Services and may not actively monitor or have access to the content of the Licensee Data. The Licensee shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Licensee Data and that its use (including use in connection with the Subscription Services) complies with all applicable laws and Intellectual Property Rights.
3. If the Licensor becomes aware of any allegation that any Licensee Data may not comply with the Licensor Subscription Services policies or any other part of this Licence the Licensor shall have the right to (in respect only of that part of Licensee Data which is suspected of being non-compliant):
   1. permanently delete or otherwise remove the relevant Customer Data from the Services;
   2. suspend access to the relevant Licensee Data from the Subscription Services in accordance with this Licence and
   3. disclose Licensee Data to law enforcement authorities (in each case without the need to consult the Licensee).
   4. Where reasonably practicable and lawful the Licensee shall notify the Licensee before taking such action.
4. Except as otherwise expressly agreed in this Licence, the Licensor shall not be obliged to provide the Licensee with any assistance extracting, transferring or recovering any data (including Licensee Data) whether during or after the Subscription Period. The Licensee acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Licensee Data, including as necessary to ensure the continuation of the Licensee’s business. The Licensee shall, without limitation, ensure that it backs up (or procures the back up of) all Licensee Data regularly (in accordance with its and its Authorised Licensee’s needs) and extracts it from each Subscription Services prior to the termination or expiry of our Licensee or the cessation or suspension of any of the Subscription Services where it has received notice from the Licensor of the same.
5. The Licensor routinely undertakes regular backups of the Subscription Services (which may include License Data) for its own business continuity purposes. The Licensee acknowledges that such steps do not in any way make the Licensor responsible for ensuring the Licensee Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Licensor shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Licensee Data.

16. Entire Agreement

1. This Agreement and any descriptions of the Software made available by the Licensor, constitute the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
   
2. No variation of these terms or to an Order or to the Agreement, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Licensee and the Licensor respectively.
   
3. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
   
4. Nothing in this Agreement shall limit or exclude any liability for fraud.
   

17. Notices

1. Any notice or other communication given by a party under this Agreement shall be:
   1. in writing and in English;
   2. signed by, or on behalf of, the party giving it (except for notices sent by email); and
   3. where sent to the Licensor, sent to the address set out in the ‘contact us’ details on the Licensor’s website at https://www.goodnotes.com;
   4. where sent to the Licensee, the address provided to us by you when you registered to download and install the Software.
2. Notices may be given, and are deemed received:
   1. by hand: on receipt of a signature at the time of delivery;
   2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
   3. by Royal Mail International Tracked & Signed OR Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and
   4. by email: on receipt of a delivery email from the correct address.
3. Notices and other communications sent to the Licensor shall be sent to:
   1. enterprise@goodnotes.com for the attention of Jack Gerrard, Customer Success; and Nebahat Arslan, Group General Counsel at legal@goodnotesapp.com.
4. This clause does not apply to notices given in legal proceedings or arbitration.
   

18. Variation

1. No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
   

19. Assignment and subcontracting

1. We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of the Licensor’s rights or obligations under this Agreement, provided that we give you prior written notice.
   
2. Except as expressly permitted by this Agreement, you shall not assign, transfer, sub-license, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this Agreement (including the Licence rights granted), in whole or in part, without the Licensor’s prior written consent.
   

20. No partnership or agency

1. The parties are independent and are not partners or principals or agents and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
   

21. Severance

1. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
   
2. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it were deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
   

22. Waiver

1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
   

23. Compliance with law

1. The Licensee shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this Agreement.
   
2. Without prejudice to the generality of clause 23.1, the Licensee shall comply with all applicable laws, rules, and regulations governing export of goods and information that apply to the Software, and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Software to any country for which an export licence or other approval is required, without first obtaining such licence or other approval. The Licensee shall be solely responsible for ensuring its access, importation or use of the Software in or into any part of the Territory complies with all export laws.
   

24. Third party rights

1. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
   

25. Governing law and jurisdiction

1. This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
   
2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
   

LICENSEE HEREBY CONFIRMS FULL ACCEPTANCE OF THE SaaS SUBSCRIPTION LICENCE TERMS AND CONDITIONS