1. Definitions and interpretation

1. In this Agreement:

   Authorised Licensees

   means employees, personnel or contractors of the Licensee and/or the Licensee's Group companies authorised by you to use the Software;

   Goodnotes Beta

   shall mean any features, functionalities, or services of the Software that are made available to the Licensee on a trial or test basis prior to their official release. The Goodnotes Beta is provided for the purpose of evaluation and feedback and may be subject to additional terms and conditions as specified in clause 3.6;

   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 accept this Agreement;

   Confidential Information

   means all information, in whatever form, which is marked as confidential or which is confidential or commercially valuable in nature, and shall include 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;

   Group

   means, in relation to a party, its ultimate holding company and all other companies directly or indirectly owned or controlled by that ultimate holding company;

   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;

   LCIA Rules

   has the meaning given to it at clause 26.1;

   Licence Fees

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

   Licence Term

   means a term of 12 months commencing on the date which the Licensee pays the Licence Fees to the Licensor;

   Licence Data

   means all data (in any form) that is provided to the Licensor under this agreement and/or uploaded to any part of the Software by the Licensee or any Authorised Licensees and/or any data that is generated as a result of the Licensee or any Authorised Licensees' use of its own data in the Software (but excluding Feedback);

   Order

   means (i) an ordering document agreed to in writing 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 (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 Software to be provided by Licensor;

   Permitted Purpose

   means the internal business purposes of the Licensee;

   Permitted Usage Rights

   means the permitted number of concurrent users across the permitted number of simultaneous devices for the licensed instance of the Software as set out at clause 4.3 and the Order, and which are allocated by the Licensee to the Authorised Licensees;

   Privacy Policy

   means the Licensor's privacy policy;

   Renewal Term

   has the meaning given to it at clause 13.1;

   Territory

   means the territory as specified in the Order and/or Invoice;

   Third Party Platform

   means any third party platform used to collect the Licence Fee as well as our CRM tool used to action and process access to the Software;

   Third Party Software

   means any third party software used for processing data as set out in the Data Processing Addendum

   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;

   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; 
      
   6. a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted, replaced or consolidated from time to time; and
      
   7. a reference to "writing", "written" and comparable terms refers to printing, typing and other means of reproducing words (including electronic media) in a visible form.
      

2. System requirements

1. The Licensee acknowledges and agrees that its access to, and receipt of, the Software requires the technical specifications to operate correctly as set out on our Goodnotes Support site
2. The Licensee shall maintain (at its cost) all arrangements necessary for it to be able to access and receive the Software and any updates to the Software (including the arrangements set out in clause 2.1, internet connectivity and data charges), and shall ensure that its hardware and software are compatible with accessing and using the Software and receiving such updates to the Software.

3. Licence

1. Subject to the terms of this Agreement and the payment of the Licence Fee by the Licensee, 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 clause 3.1 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 the 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 notify us and destroy the additional copies.
   
4. Third Party Software supplied as part of, or in addition to, the Software shall be subject to additional terms and conditions of the relevant third party and we will, when practical, notify you and provide you with a copy of such terms and conditions. You agree to comply with all additional terms and conditions relating to such Third Party Software and that we shall not be liable for any breach of this Agreement to the extent that such breach arises as a result of your breach of such additional terms and conditions.
   
5. Experimental Features. We may invite and allow you to use Experimental Features from time to time. Experimental Features include features that are not yet fully developed and for which the design has not yet been finalised. The Licensor may decide whether Experimental Features are made available to all or some users for testing purposes, to provide feedback and/or other purposes. Licensor reserves the right to deactivate Experimental Features at its own discretion.
6. Goodnotes Beta
   1. The Licensee acknowledges that Goodnotes Beta may not be fully functional, may contain errors, bugs, or other issues, and are provided "as is" without any warranties of any kind, whether express or implied.
   2. The Licensor reserves the right to modify, discontinue, or remove Goodnotes Beta features at any time without notice.
   3. The Licensee agrees to provide Feedback on the Goodnotes Beta as reasonably requested by the Licensor, and grants the Licensor a perpetual, irrevocable, royalty-free licence to use, modify, and incorporate such Feedback into the Software or other products.
7. Trial Offers Clause: From time to time, we may, at our sole discretion, offer trials of our Software. Trial offers are provided as-is and may be withdrawn or modified at any time at the company's sole discretion. If offered, such trials will be subject to separate terms and conditions (“Trial Terms & Conditions”).
8. The Licensee acknowledges and agrees that the Licensor may use Third Party Platforms for data storage, processing, and related services to support the delivery of the Licensed Services. The Licensor will ensure that any third-party providers employed meet industry standards for data security and comply with applicable privacy laws and regulations. The Licensee agrees that, by using the Software, Licensee Data may be transferred to, stored, and processed by these third parties in accordance with this Agreement and the Licensor’s Privacy Policy.

4. Limitations on use

1. Except as expressly permitted under this Agreement or by law, you shall not:
   1. use, copy, modify, adapt or correct errors in the Software in whole or in part;
   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 the 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 purposes or as otherwise reasonably necessary to support the normal use of the Software in accordance with this Agreement.
   
3. For each 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 which is not covered under your Order.
   
5. You shall install, use and run the Software at all times in accordance with our instructions or user guidance and the 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 its 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.

6. Licence Fees

1. You will pay us the Licence Fees annually in advance as set out in the Invoice by using the 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 20%, in accordance with any increase of the retail price index, on every anniversary of the first day 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.
4. The Licensor shall invoice the Licensee and the Licensee shall pay each Invoice within thirty (30) days of the Invoice issue date (“Due Date”). A late charge will apply to any amounts invoiced if the Licensor does not receive payment by the relevant Due Date. Any late charge shall be calculated as the greater of (a) a rate of 8% per annum of the unpaid amount, compounded monthly; or (b) the maximum amount permissible by law.
5. 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 the parties shall execute such new Order. The Licensor shall issue a new Invoice once the Order has been executed 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 backup copies made in accordance with clause 4.2; 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 twelve (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 Agreement and an Email Order, the terms and conditions of this Agreement 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 thirty (30) calendar days from the Commencement Date (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 11. In addition, the warranty in clause 9.1 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 (including any purposes other than the Permitted Purpose);
   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 shall have no liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to any Third Party Software.
6. Except for the limited warranty set out in clause 9.1, the Software is provided 'as is' and we make no warranty or representation that:
   1. the Software will meet the Licensee’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;
   2. the Software will operate in a manner which is uninterrupted or free from minor errors or defects; or
   3. the Software will be compatible with any particular software or hardware.
7. Subject to clause 11.5, 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.
8. Other than as set out in this clause 9, and subject to clause 11.5, 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 agrees and 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 in relation to the Software 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 11.5, 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 Software 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. 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
2. Subject to clauses 11.4 and 11.5, the Licensor’s total aggregate liability to the Licensee  however arising (whether caused by tort (including negligence), breach of contract, breach of statutory duty or otherwise) under or in connection with this Agreement shall not in any Licence Term exceed an amount equal to 100% of the Licence Fees paid in such Licence Term.
3. Subject to clause 11.5, the Licensor shall not be liable to the Licensee for or in respect of any consequential, indirect or special losses.
4. Subject to clause 11.5, the Licensor shall not be liable to the Licensee 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 of the Software;
   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, neither party's liability under this Agreement to the other party shall 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.

12. Indemnity

1. THE LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE LICENSOR AND THE LICENSOR'S GROUP FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US DUE TO A THIRD PARTY CLAIM (OR ANY OF OUR AFFILIATES) AS A RESULT OF YOUR BREACH OF THIS AGREEMENT. THIS CLAUSE 12 SHALL SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT.

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 successive one-year periods (each, a "Renewal Term") unless either party gives written notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the Licence Term or the then-current Renewal Term (as applicable).
2. 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 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.
3. Any breach by the Licensee of clause 4 shall be deemed a material breach of this Agreement which is not remediable.

14. Consequences of termination

1. Immediately on termination or expiry of this Agreement (for any reason), the licences and rights granted by the Licensor under this Agreement shall terminate and the Licensee 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 its 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 the Licensor, 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.
2. 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.
3. 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.

15. Confidentiality

1. Any Confidential Information obtained by either party in connection with 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 to any third party (except its professional advisors) 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 or as may be required by any law or any legal or regulatory authority, unless such information is public knowledge or already known to receiving party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of the receiving party from a third party.
   
2. The obligations under this clause 15 shall survive the termination or expiry of this Agreement for a period of 2 years.
   

16. Data Protection

1. Licensee Data shall at all times remain In relation to the processing of personal data under this Agreement. the parties shall each comply with the terms of the Data Processing Addendum.

17. Entire Agreement

1. This Agreement, including all Orders, 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. 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.
   

18. 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.
   

19. 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.
   

20. 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.
   

21. 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.

22. Severance

1. 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, but the legality, validity and enforceability of any other provision of this Agreement shall not be affected. 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.
   

23. 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.
   

24. 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 24.1, 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.
   

25. 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.
   

26. Arbitration

1. The parties agree that any dispute or claim arising out of, relating to or in connection with this Agreement, including its subject matter, the interpretation, validity, construction, formation, performance, breach or termination of this Agreement, shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the London Court of International Arbitration ("LCIA Rules"). The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Agreement and without abridgement of the powers of the arbitrator.
   

27. Governing law

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.
   

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