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TERMS OF SERVICE FOR NFT MINTING PLATFORM
These Terms of Service for NFT MINTING PLATFORM (NFT Service Terms) apply in relation to the use of the Services (as defined below) between BLOCK.CO (Company, we, us) and you as the business user of the Services or as the contracting party identified on the Services Form, where this exists and applies (Customer, you). The Company and the Customer are together referred to as Parties.
1. About us
1.1. Company details. BLOCK.CO is a limited liability company incorporated in the Republic of Cyprus with registration number HE 394688 and its registered office at Makedonitissas, 46, Egkomi 2417, Nicosia, Cyprus
1.2. Contact us. To contact us, email us at oc.kcolb%40seiriuqne or telephone us at +357 70007828.
2. Our contract with you and applicable terms
2.1. These NFT Service Terms apply to the provision of the NFT Services by us to you and our relationship in relation to these NFT Services.
2.2. Other applicable terms. The Services Form, upon its execution by the parties, also applies in relation to the provision of the NFT Services by us to you and our relationship in relation to these NFT Services. Upon execution
These NFT Services Terms together with the Services form constitute the “Agreement”. For any inconsistency between the Services Form and these NFT Service Terms, the Services Form shall prevail.
2.3. Entire agreement. Other than any terms and policies that we explicitly refer to in these NFT Service Terms to apply in relation to the NFT Services, you agree that no other terms apply or are herein incorporated, either express or implied by law, trade custom, practice, or course of dealing. You also acknowledge that the Agreement is the entire agreement between you and us in relation to the NFT Services. You acknowledge that you have not relied on any statement, promise, representation or warranty that is not set out in the Agreement.
3.1. These definitions apply in this agreement.
Account: the account setup by the Customer at [BLOCK.CO] to access and use the Services.Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation on behalf of the Customer.Business Day: a day other than a Saturday, Sunday, or public holiday in the Republic of Cyprus when banks are open for business.Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 15.Customer Data: any content, materials, data, information, and NFT Material that the Customer or its Authorised Users enter into the Services, including personal data of the Customer. Customer Data does not include any component of the Services or material provided by or on behalf of the Company. Documentation: the technical, functional, and operational documentation for the NFT Services, as applicable at the time, made generally available by the Company.Effective Date: the date upon the execution of the Services Form.End Users: persons designated by the Customer to claim, collect, or have issued or minted NFTs. Indemnified Party: the Party (whether the Company or Customer) being indemnified under clause 16, including its employees, directors, agents, and representatives.Indemnifying Party: the Party (whether the Company or Customer) that is providing indemnification under clause 16.NFTs: the unique Non-Fungible Tokens implemented on blockchain using smart contracts. NFT Material: the material inputted by the Customer or the Authorised Users for the purpose of issuing and/or minting an NFT, as part of the Services. The NFT material underpins the corresponding NFT and may be of the form decided by the Customer as long as it is permitted by the Company. NFT Transactions: means the transactions that may be carried out by the Wallet Provider through the Services; these transactions are the issuance and/or minting of an NFT relating to the NFT material by the Customer, and sending (by the Customer to the End User) the NFT to be claimed and/or collected by the End User. For the avoidance of doubt, the NFT Transactions exclude part of the Services offered by the Company in relation to any such NFT Transactions. Normal Business Hours: [8.00 am to 6.00 pm] local Cyprus time, each Business Day.Services: the services provided by the Company to the Customer under the Agreement via [block.co] or any other website notified to the Customer by the Company from time to time, which consists of a blockchain-based business solution whereby the Customer, as a business user, may carry out the NFT Transactions with its designated clients, as End Users. Instructions on the use of the Services are provided in the Documentation and details may be included in the Services Form. Services Form: the Services Form executed between the parties that providers the prices, number of Authorised Users, number of NFT or collections of NFT under the Services to which the Customer is entitled, details on the features of the Services, and any support services, the Term. Software: the online software provided by the Company for the provision of, and as part of, the Services.Transaction Data: means the metadata associated with the NFT Transaction (history, email sent to End User to allow claiming or collecting the NFT, sender and recipient names, email addresses, method and time of NFT Material upload) that the Company may use to generate and maintain the digital audit trail for the Services.Term: the duration of the Agreement in accordance with the Services Form.Wallet Provider: means the provider of the wallet extension that is responsible and shall facilitate, run, carry out, execute, and complete the NFT Transactions.Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.Creator royalties: an essential concept of NFTs that allows artists and creators to profit from their work in the long-term by providing a residual income stream into perpetuity. While traditionally artists only receive income from primary sales of their work, creator royalties are earned on every secondary sale.3.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.3.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.3.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.3.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.3.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 3.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.3.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
4. License, Usage Rights and Suspension
4.1. The Company will provide the Services to the Customer in accordance with the terms of the Agreement, and as set forth in the Services Form. 4.2. Subject to the terms of the Agreement, the Company grants the Customer a worldwide, limited, non-exclusive, non-transferable right and license during the Term to use the Services and Documentation for its business operation, in accordance with the Documentation to access and use the Services and Documentation, and permit its Authorised Users to access and use the Services and Documentation. 4.3. The Customer must ensure that the Authorised Users comply with all of Customer’s obligations under the Agreement. 4.4. Authorised Users will act on behalf of the Customer. The Customer is responsible for the Authorised Users’ acts and omissions as if they were of the Customer’s. 4.5. The parties will designate the maximum number of Authorised Users that are permitted to access and use the Services and Documentation in the Services Form. The Customer undertakes to ensure that this number is not exceeded. 4.6. The Customer undertakes that: (a) Only the designated Authorised User will be permitted to access and use the Services and Documentation, unless the right to such access and use has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and Documentation. (b) Each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential. (c) To comply with Clause 4.5 and inform the Company of the new designation, where a new Authorised User is designated in the place of an old Authorised User. 4.7. Any addition to the number of Authorised Users permitted to use and access the Services and Documentation shall burden the Customer in accordance with the applicable fees of the Company. 4.8. The Company may suspend the use of the Services or remove or disable the Account or content that the Company reasonably and in good faith believes violates the Agreement. the Company will use commercially reasonable efforts to notify the Customer prior to any such suspension or disablement, unless the Company reasonably believes that: 4.8.1. it is prohibited from doing so under applicable law or under legal process (such as court or government administrative agency processes, orders, mandates, and the like); or 4.8.2. it is necessary to delay notice in order to prevent imminent harm to the Services or a third party. Under circumstances where notice is delayed, the Company will provide notice if and when the related restrictions in the previous sentence no longer apply.
5. Customer’s Use Restrictions
5.1. The Customer shall not access, store, distribute, upload, submit or transmit any Viruses, or any material during the course of its use of the Services, including the Customer Data and the NFT Material, that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; (f) is otherwise illegal or causes damage or injury to any person or property; or (g) infringes the intellectual property rights of any third party; or (h) in any way contravenes the Acceptable Use Policy (www.block.co), which is hereby incorporated in the Agreement. The Company reserves the right, without liability or prejudice to its other rights, to disable the Account or its access to any material that breaches the provisions of this clause.
5.2. The Customer shall not:
5.1.1. Except as may be allowed by any applicable law which cannot be excluded by agreement between the parties and except to the extent expressly permitted under this agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, public or republish, download, display, transmit, or distribute all or any portion of the Services, Software and/or Documentation in any form or media or by any means; (b) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human intelligible or readable form all or any part of the Services or Software, or attempt to derive source code or other trade secrets relating to the Services or Software. 5.1.2. use the Services or allow access to the Services in a way that breaches or circumvents or contravenes any contractual usage restrictions or that exceeds its authorised use as set forth in the Agreement; 5.1.3. license, sub-license, sell, re-sell, rent, lease, transfer, assign, distribute, time share, commercially exploit, or otherwise make any part of the Service or Documentation available for access by third parties except as otherwise expressly provided in the Agreement (such as to Authorised Users and End Users);5.1.4. access all or any part of the Services and Documentation in order to build, develop, or operate a product or service, or build, develop or operate, or attempt to build, develop or operate a product or service which competes with the Services and/or the Documentation; 5.1.5. use the Services and/or Documentation to provide services to third parties, unless to End Users in strict compliance with the Agreement; 5.1.6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, including any competitor of the Company, other than as provided in the Agreement; 5.1.7. fail to use commercially reasonable efforts to avoid interference with or disruption to the integrity, operation, performance, or use or enjoyment by others of the Services; 5.1.8. use the Services to create, use, send, store, or run any Virus or other harmful codes, files, scripts, agents or programs. 5.1.9. use the Services and/or Documentation in a way that violates, infringes, or contravenes the rights of a third party that have to do with, among others, contract, intellectual property, publicity, privacy or confidentiality. 5.2. The Customer shall use all reasonable endeavors to prevent any unauthorised access to, or use of, the Services and/or Documentation and, in the event of any such unauthorised access or use, promptly notify the Company.
6. Services and relationship of Customer with End Users
6.1. The Company shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Agreement.6.2. The Company may if agreed between the parties in the Services Form, provide the Customer with standard customer support services during Normal Business Hours, as part of the Services at the fee agreed. 6.3. The Company’s provision of the Services and Documentation is conditioned on the Customer acknowledging and agreeing to the following: 6.3.1. The Services facilitate NFT Transactions between the Customer and the designated End Users (as designated and selected in the Customer’s sole discretion). Nothing in the Agreement renders or may be construed to render the Company a party to the NFT arrangement between the Customer and the End User carried out using the Services, and the Company makes no representation or warranty regarding the NFT transactions sought between the Customer and End User. 6.3.2. The Customer has exclusive control over and responsibility for the content, quality, and format of any Customer Data, including the NFT Material. Without limiting to the foregoing, the NFTs and any NFT Material are not controlled or accessible by the Company. 6.3.3. The Customer must comply with all applicable laws and regulations in using the Services and Documentation, in engaging with End Users, in uploading the NFT Material, and in procuring the NFT Transactions.6.3.4. The NFT may be collected and/or claimed by the End User within 90 DAYS, or as otherwise agreed in the Services Form. 6.3.5. The Company is not responsible or liable to determine whether any NFT Material is legal, proper, lawful, or that any arrangement between the Customer and the End User is legal, proper, lawful, effective, or that the End User is a consumer, in which case the Customer may have special obligations or requirements relating to its dealings with the End User. The Customer is solely responsible and liable to check and upload the NFT Material in accordance with the Agreement and the applicable laws and regulations, and that its dealings with the End User are legal, proper, lawful and in accordance with all applicable laws and regulations. 6.3.6. The Customer is solely responsible to enter into an agreement with the End User and the Company is not in any way involved in any such agreement or arrangement; provided, however, that in all cases the Customer procures that the End User complies with these Terms of NFT Service and all other terms or policies that may apply to the Services to the extent that they are relevant. 6.3.7. The Company is not responsible or liable if any laws and regulations pass that render NFTs illegal, or unlawful, or impose restrictions to the use, minting or issuance of, or any transactions relating to, the NFTs. 6.3.8. All NFT Transactions initiated through the Company’s Services are facilitated, run, carried out, executed, and completed by third-party electronic wallet extensions, Wallet Providers. The Company is not responsible or liable for running, carrying out, executing, and completing the NFT Transactions (save for the explicit parts of any part of the NFT transaction it carries out) or for any failure in relation to these actions.
7. Account and Wallet Extension
7.1. The Customer agrees to register an Account to make use of the Services by submitting the information that the Company may request in its sole discretion. 7.2. The Customer undertakes to notify the Company without undue delay where the Account is violated or where the Customer suspects any violation of the Account. 7.3. The Customer undertakes to provide true and complete information and data during the Account registration process and keep them updated throughout the use of the Services. 7.4. Any personal data submitted for the registration process will be processed in accordance with Clause 8. 7.5. For the use of the Services and the performance of NFT Transactions, End Users must link their digital wallet on supported bridge extensions of any Wallet Provider selected by the Company, such as MetaMask. The Customer shall procure, and is solely responsible for ensuring, that the End User links its digital wallet, and the Company shall not be in any way liable for the End User’s failure to link the digital wallet, which leads to the Customer’s and/or End User’s inability to use or access the Services or have the NFT Transactions performed.
8. Data protection
9. Third party providers
10. Company’s obligations
10.1. The Company undertakes that the Services will be performed in accordance with the Documentation and with reasonable skill and care.10.2. The undertaking at clause 10.1. shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents. 10.3. The Company:10.3.1. does not warrant that: (a) the Customer's use of the Services will be uninterrupted or error-free; or (b) that the Services, Documentation will meet the Customer's requirements or business objectives; or (c) the Software or the Services will be free from or Viruses.10.3.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.10.4. The Company is not responsible for any delay, delivery failure, or any other loss or damage resulting from the failure by any Wallet Provider to complete, run, carry out or otherwise act in relation to the NFT Transactions. The Customer acknowledges that the transactions relating to the NFT are carried out and completed on the applicable Wallet extension on the End User’s behalf by the Wallet Provider. 10.5. The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
11. Customer Data, Transaction Data and NFT Material Handling
11.1. During the Term, the Company will send and store Customer Data only for the performance of the Services and maintaining a record relating to the Transaction Data. 11.2. Where the period to claim and/or collect the NFT expires for the End User (clause 6.3.4), the Company may remove the relevant link from the Customer’s Account and/or dashboard and/or website. The Company assumes no liability or responsibility for a party’s failure or inability to claim and/or collect the relevant NFT within the prescribed period. 11.3. Upon the expiration of the Term or the Termination of the Agreement, in accordance with the terms of the Agreement, the Company may remove any uncompleted NFT Material, meaning any NFT Material that were inputted in the Services but in relation to which no NFTs were issued and/or minted; provided that the Company assumes no liability or responsibility for the Customer’s failure or inability to issue and/or mint the relevant NFT within the Term or before termination. 11.4. The Company may retain Transaction Data for as long as it has a business purpose to do so; provided, however, that for any personal data included in the Transaction Data, the Company will take account of its obligations under the applicable data protection and privacy law. 11.5. The Company has no obligation to protect Customer Data, including personal data, where the Customer elects to store or transfer such data outside the Services (such as, offline).
12. Customer's obligations and Assumption of Risk
13. Charges and payment
13.1. The Customer shall pay the Company the fees provided in the Services Form. 13.2. If the Company has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of the Company:13.2.1. the Company may, without liability to the Customer, disable the Customer's password, Account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and13.2.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to % over the then current base lending rate of the Company’s bankers in the Republic of Cyprus from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
14. Proprietary rights
14.1. The Customer acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.14.2. The Company confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.14.3. As between the Company and the Customer, the Customer shall own all right, title and interest in and to all the Customer Data, including the NFT Material. The Customer hereby grants the Company the right to process, transmit, store and disclose the Customer Data in order to provide the Services to Customer. For the NFT Material, this clause is subject to clause 14.4. and clause 14.5. 14.4. In relation to the NFT Material, the Customer undertakes and declares that at the time of submitting the NFT Material with the Company for the purpose of issuing and/or minting an NFT and/or of using the Services and/or Documentation, it has all right, interest and title in and to the NFT Material, and has all the authority, power, license and authorisation to use, exploit, and submit such NFT Material for the issuance and/or minting of an NFT, and any other relevant NFT Transactions, under the Services. The Customer is solely responsible and liable to ensure that the NFT Material does not infringe, contravene, or breach the intellectual property rights of any third parties. 14.5. The parties acknowledge that it is up to the Customer and End User to decide how the intellectual property rights in and to the NFT Material and the NFT will be allocated between them after the issuance and/or minting of the NFT, pursuant to their in-between dealing, arrangement and agreement. 14.6. The Customer acknowledges and agrees that the Company is allowing the Contract Owner to set royalties on a whole token collection at the time of minting the collection, for sales performed on the secondary market, such as on NFT marketplaces like OpenSea, to a separate wallet address it will specify at the time of the minting.14.7. The customer acknowledges that the Company has no authority on any subsequent sales on secondary marketplaces and that the resale of NFTs will be made based on the terms and conditions of the marketplace and any restrictions the marketplace has in place in terms of royalties.14.8. The customer acknowledges that the Company’s role is to ensure that the royalty option is reflected in the smart contract but at the same time the Company is not responsible for how and if the marketplace executes the royalty distribution in accordance with the smart contract.
15.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the agreement. A party's Confidential Information shall not be deemed to include information that:15.1.1. is or becomes publicly known other than through any act or omission of the receiving party;15.1.2. was in the other party's lawful possession before the disclosure;15.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or15.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.15.2. Subject to clause 15.4., each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.15.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.15.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 15.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.15.5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Company’s Confidential Information.15.6. No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. The parties may agree to such public announcement in the Services Form. 15.7. The above provisions of this clause 15 shall survive termination of this agreement, however arising.
16.1. The Company will defend, hold harmless and in accordance with clause 16.4. indemnify the Customer’s Indemnified Parties from and against, any third-party claim or legal action, or any governmental or administrative agency action or proceeding (Claim) to the extent arising from: a) any actual breach by the Company of its confidentiality obligations under the Agreement, and b) any alleged breach of any third-party intellectual property rights occurring from the Customer’s lawful and authorised use of the Services and Documentation under the Agreement. 16.2. In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:16.2.1. a modification of the Services or Documentation by anyone other than the Company; or16.2.2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Company; or16.2.3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Company or any appropriate authority.16.3. The Customer will defend, hold harmless and in accordance with clause 16.4 indemnify the Company’s Indemnified Parties from and against any Claim to the extent arising from: a) the use of the Services by the Customer or its Authorised Users in violation of the Agreement, the Documentation and the applicable laws, b) any breach by the Customer under clause 5, c) any breach of the confidentiality obligations under the Agreement, d) the content of the Customer Data, including the NFT Material. 16.4. The Parties’ obligations for indemnification are conditioned on: 16.4.1. the Indemnified Parties giving the Indemnifying Party prompt written notice of the Claim, but considering that the failure to provide prompt notice will only limit the indemnification obligations to the extent that the Indemnifying Party is prejudiced by the delay or failure; 16.4.2. the Indemnifying Party being given control over the defense and settlement of the Claim; and16.4.3. the Indemnified Parties providing assistance in connection with the defence and settlement of the Claim, as the Indemnifying Party may reasonably request. The Indemnifying Party will indemnify the Indemnified Parties against: (i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to any Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defence of the Claim (other than attorneys’ fees and costs incurred without the Indemnifying Party’s consent after it has accepted defence of such Claim); and (iii) all amounts that the Indemnifying Party agreed to pay to any third party in settlement of any Claims arising under this clause 16 and settled by the Indemnifying Party or with its approval. The Indemnifying Party shall not, without the relevant applicable Indemnified Parties’ prior written consent, agree to any settlement on behalf of such Indemnified Parties which includes either the obligation to pay any amounts, or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Parties.
17. Limitation of liability and disclaimers
17.1. Except as expressly and specifically provided in the Agreement:17.1.1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer's direction;17.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever as to any matter whatsoever, whether express or implied by statute or common law or the operation of the law are, to the fullest extent permitted by applicable law, excluded from this agreement; 17.1.3. notwithstanding, and in addition to, clause 17.1.3., the Company disclaims all implied warranties, including but not limited to, merchantability, fitness for a particular purpose, and title; and17.1.4. the Customer has no right to make or pass on any representation or warranty on behalf of the Company to any third party, including the End User. 17.1.5. the Services and the Documentation are provided to the Customer on an "as is" basis.17.2. Nothing in this agreement excludes the liability of the Company:17.2.1. for death or personal injury caused by the Company’s negligence; or17.2.2. for fraud or fraudulent misrepresentation.17.3. Subject to clause 17.1 and clause 17.2: 17.3.1. the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and17.3.2. the Company’s total aggregate liability in contract (including in respect of the indemnity at Clause 16), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.17.4. Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Company’s intellectual property rights. 17.5. Regardless of the generality of any other clause in the Agreement, the Company shall not be liable whatsoever against the End User.
18. Term and termination
18.1. This agreement shall commence on the Effective Date and shall continue for the Term agreed in the Services Form, unless earlier terminated in accordance with the Agreement. 18.2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:18.2.1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;18.2.2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;18.2.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;18.2.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;18.2.5. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);18.2.6. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;18.2.7. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;18.2.8. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;18.2.9. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.18.3. On termination of this agreement for any reason:18.3.1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; 18.3.2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;18.3.3. the Company may destroy or otherwise dispose of any Customer Data in the Customer’s possession unless the Company receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of such data. The Company shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Company in returning or disposing such data; and18.3.4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
19. Force majeure
The Company shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemics, endemics, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
22. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
23.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.23.2. If any provision or part-provision of this agreement is deemed deleted under clause 23.1. the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24.1. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.24.2. The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
25. No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party 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).
26.1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in the Services Form.26.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
27. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Cyprus.
Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).