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Terms and Conditions

 

TERMS AND CONDITIONS

 

The following are the terms of a legal agreement between you (the “Client”) and Pico Media Memories Ltd./Pico Media Inc. ("Pico" or “Supplier”). Your access to, and use of Pico’s Software (defined below) is subject to the following terms of use and all applicable laws and regulations as defined below (together, the "Terms"). By accessing and using Pico’s Software, you accept, without limitation or qualification, these Terms. If you do not agree and accept, without limitation or qualification, these Terms, please do not use our services and refrain or cease to use Pico’s Software. 

 

  1. INTERPRETATION 
    1. Definitions:  In the Agreement, the following terms have the stated meaning:

 

Term

Meaning

   

Pico Software

the software owned by the Supplier that is used to provide the SaaS Service.

Confidential Information

any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Services.  Intellectual Property owned by the Supplier (or its licensors), including the Pico Software, is the Supplier’s Confidential Information. The Data is the Client’s Confidential Information.

Data

all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client that is stored using, or inputted into, the Services, and any personal data that Supplier may processes on behalf of Client as a processor in the course of providing the Services, as more particularly described in Section 4.

Data Protection Laws

means all data protection and privacy laws applicable to the processing of personal data under the Agreement, including, where applicable: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii) any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy; in each case, as may be amended, superseded or replaced

End Date

Will be defined by Client and Supplier

Force Majeure

an event that is beyond the reasonable control of a party, excluding: (a) an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or (b) a lack of funds for any reason.

Intellectual Property Rights

includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, Confidential Information, know how, and all other rights resulting from intellectual activity. 

Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Objectionable

includes being defamatory, obscene, harassing, threatening, or unlawful in any way.

Client Authorized Users

Such personnel of the Client who are the social media account admin of the Client, and are authorized to access and use the Services on the Client’s behalf in accordance with Section 3.3.

Personal Information

Identifiable information about an individual, including (1) any information deemed as personal information under applicable law and (2) any information that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records; and (3) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. IP address, device identifiers, cookie IDs, and IP addresses shall not be deemed as personal information, on their own.

Related Services

any services related to the SaaS Services, that the Supplier agrees to provide to the Client under these Terms.

Related Services may include any (or all) of the following:

  • Implementation and integration.
  • Standard training in accordance with Supplier’s policy.
  • Standard support, as generally provided by Supplier in accordance with Supplier’s support policy.

Any other additional services agreed in writing by the Parties

SaaS Service

the service having the core functionality as follows:

The SaaS Service is an online platform which enables the Client to communicate directly with its fans, activate them and improve game experience, sponsorship selling, loyalty and revenue generation. 

The SaaS Service is described in more detail on the Supplier’s website, as updated from time to time.

Services

the SaaS Service and any Related Service.

Start Date

the start date shall be the effective date of initial activation of the Services by Client.

Underlying Systems

the Pico Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party’s solutions, systems and networks.

Year 

a 12 month period starting on the Start Date or the anniversary of that date.

 

    1. Interpretation:  In the Agreement,
      1. Clauses, sections and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
      2. Words in the singular include the plural and vice versa;

 

  • SUPPLIER’S OBLIGATIONS 
    1. General:  Supplier will provide Client with the Services, as of the Start Date and until the End Date, under these Terms. 
    2. Undertakings: The Supplier must use best efforts to provide the Services:
      1. in accordance with these Terms and all applicable laws, rules and regulations;
      2. and maintain the Data (including any Personal Information) in secure servers. 
      3. exercising reasonable care, skill and diligence; and
      4. using suitably skilled, experienced and qualified personnel.
    3. Non-exclusive: The Supplier’s provision of the Services to the Client is non-exclusive.  Nothing in these Terms prevents the Supplier from providing the Services to any other person.
    4. Underlying Systems: The Supplier is responsible for procuring all underlying systems reasonably required for it to provide the SaaS Service in accordance with the Agreement (“Underlying Systems”).
    5. Supplier’s Personnel: 
      1. Without limiting Section 4, Data may be accessed by, and become available to, Supplier Authorized Users only. 
      2. The Supplier may authorize any member of its personnel to be a Supplier Authorized User.
      3. The Supplier shall comply with, and shall be responsible for each Supplier Authorized User’s compliance with, the data protection and compliance obligations set forth in Sections 4.1-4.7 and any other reasonable condition notified by the Client to the Supplier with respect to any regulatory obligations regarding the Data.  
      4. A breach of any term of these Terms by the Supplier’s personnel (including, to avoid doubt, a Supplier Authorized User) is deemed to be a breach of these Terms by the Supplier.
    6. Additional Related Services:  
      1. The Supplier may, from time to time, make available additional services to supplement the SaaS Service.
      2. At the request of the Client, the Supplier may agree to provide to the Client an additional Related Service on the terms of these Terms.

 

  • CLIENT OBLIGATIONS
    1. General Use:  The Client and its personnel must use the Services in accordance with these Terms, solely for the Client’s own internal business purposes, and solely for lawful purposes in accordance with any applicable law (including any authorizations and consents required for it and its personnel to use, store and input Data into, and process and distribute Data through, the Services). The Client and its personnel may not resell or make available the Services to any third party, or otherwise commercially exploit the Services.  
    2. Client’s Personnel: 
      1. Without limiting Section 3.1, the SaaS Services may be accessed by, and become available to, Client Authorized Users only. 
      2. The Client may authorize any member of its personnel to be a Client Authorized User.
      3. The Client must procure each Client Authorized User’s compliance with the terms of Section 4 applicable to Client, and any other reasonable condition notified by the Supplier to the Client.  
      4. A breach of any term in these Terms by the Client’s personnel (including, to avoid doubt, a Client Authorized User) is deemed to be a breach of these Terms by the Client.
    3. Compliance. The Client shall comply with, and shall be responsible for each Client’s Authorized User’s compliance with, the data protection and compliance obligations set forth in accordance with the terms and conditions Section 4 applicable to Client, and any other reasonable condition notified by Supplier to the Client with respect to any regulatory obligations regarding the Data.  

 

  • DATA & PRIVACY AND COMPLIENCE
    1. General. Supplier hereby represent that it is committed to conducting its business with honesty, integrity and fairness. An essential part of this commitment it is Supplier’s requirement that the conduct of its business shall be in compliance with all applicable laws and regulations.
    2. Obligations of Supplier as Processor
      1. As between Supplier and Client, Client is the controller of Data, and Supplier shall process Client’s Data only as a processor acting on behalf of Client as described in this Section 4.
      2. Supplier shall process the Data only for the purposes described in this Agreement and in accordance with Client’s documented lawful instructions, except where otherwise required by applicable law. The parties agree that these Terms sets out Client’s complete and final instructions to Supplier in relation to the processing of the Data, and processing outside the scope of these instructions (if any) shall require prior written agreement between the parties.
      3. Supplier shall promptly notify Client in writing, unless prohibited from doing so under Data Protection Laws, if it becomes aware or believes that any Data processing instruction from Client violates Data Protection Laws.
      4. Supplier shall implement and maintain appropriate technical and organizational security measures to protect the Data any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, or alteration of, or unauthorized disclosure of or access to, Data on systems managed or otherwise controlled by Supplier (“Security Incident”).
      5. Upon becoming aware of a Security Incident, Supplier shall: (i) notify Client without undue delay, and where feasible, in any event no later than 48 hours from becoming aware of the Security Incident; (ii) provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Client; and (iii) promptly take reasonable steps to contain and investigate any Security Incident. Supplier's notification of or response to a Security Incident under this Section 4.2.5 shall not be construed as an acknowledgment by Supplier of any fault or liability with respect to the Security Incident.
      6. Supplier shall make available to Client all information reasonably necessary to demonstrate compliance with this Section 4 and allow for and contribute to audits, including inspections by Client at Client’s expense, in order to assess compliance with this Section 4.2. 
    3. Data subject requests. The Service provides Client with a number of controls that Client may use to retrieve, correct, delete or restrict Data, which Client may use to assist it in connection with its obligations under the Data Protection Laws, including its obligations relating to responding to requests from data subjects or applicable data protection authorities. To the extent that Client is unable to independently access the relevant Data within the Service, Supplier shall (at Client's expense) provide reasonable cooperation to assist Client to respond to any requests from individuals or applicable data protection authorities relating to the processing of Data under these Terms. In the event that any such request is made to Supplier directly, Supplier shall not respond to such communication directly except as appropriate (for example, to direct the data subject to contact Client) or legally required, without Client's prior authorization. If Supplier is required to respond to such a request, Supplier shall promptly notify Client and provide Client with a copy of the request unless Supplier is legally prohibited from doing so. For the avoidance of doubt, nothing in the Agreement shall restrict or prevent Supplier from responding to any data subject or data protection authority requests in relation to personal data for which Supplier is a controller.
    4. Transfer of Data. Supplier may transfer and process Data to and in the United States and anywhere else in the world where Supplier or its parent Company maintain data processing operations. Supplier shall at all times ensure that such transfers are made in compliance with the requirements of Data Protection Laws.
    5. Supplier access to Data. The Client acknowledges that: (i) the Supplier may require access to the Data to exercise its rights and perform its obligations under these Terms; and (ii) to the extent that this is necessary but subject to Section 7 (Confidentiality) in these Terms, the Supplier may authorize a member or members of its personnel to access the Data for this purpose. The Client shall arrange all consents and approvals which are necessary for the Supplier to access the Data accordingly. 
    6. Backups of Data: While the Supplier will take standard industry measures to backup all Data stored using the Services, the Client agrees to keep a separate backup copy of all Data uploaded by it onto the SaaS Service. The Client agrees that the Supplier may store Data (including any Personal Information) in secure servers, and may access that Data (including any Personal Information) but only to provide Services under these Terms.   
    7. No Selling to 3rd Party. Supplier may not use, sell, or otherwise commercially exploit the Data, except for the provision of the SaaS Services for Client hereunder.
    8. Client’s Obligations and Compliance Requirement:
      1. Notwithstanding the above, Client agrees that except as provided by this Section 4.8, Client is responsible for its secure use of the Service, including securing its account authentication credentials, protecting the security of the Data when in transit to and from the Service, and taking any appropriate steps to securely encrypt or backup any Data uploaded to the Service. 
      2. Client further represents and warrants that (i) it has complied, and will continue to comply, with all applicable Data Protection Laws in respect of any processing instructions it issues to Supplier; and (ii) it has provided, and will continue to provide, all notice and has obtained, and will continue to obtain, all consents and rights necessary under Data Protection Laws for Supplier to process the Data for the purposes described in these Terms. Client shall have sole responsibility for the legality of the Data and the means by which Client instructing Supplier acquire the Data. 
      3. When accessing the SaaS Service, the Client and its personnel must: (i) not  impersonate another person or misrepresent authorization to act on behalf of others or the Supplier; (ii) correctly identify the sender of all electronic transmissions; (iii) not attempt to undermine the security or integrity of the Underlying Systems and/or the Platform; (iv) not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems and/or the Platform, or impair the ability of any other user to use the SaaS Service; (v) not attempt to view, access or copy any material or data other than that to which the Client is authorized to access; and (vi) neither use the SaaS Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading ; and (vii) comply with any terms of use on the Website, as updated from time to time by the Supplier.
  • PAYMENT & FEES
    1. No Fees. The Services shall initially be provided by Supplier to Client complimentary without charge, as of the Start Date, and until the Initiation Date described in Section 5.2 below.
    2. Initiation of Fees. Upon written notice, which shall have effect within no less than 30 days from its delivery to Client (“Initiation Date”), Supplier may apply its standard fees and rates to any further use of Pico’s Software and for the provision of the Services (the “Fees”). However, Client shall have the right and opportunity to opt-out from continuing engagement with Supplier in such case. Upon initiation of fees, the Client must pay to the Supplier the Fees, as of the date in which such Fees will effectively been applied, and until the End Date. 
    3. Terms. Invoicing, bank account details, payment terms and late fees, shall be described and addressed in the written notice provided to Client by Supplier according to Section 5.2 above.

 

  • INTELLECTUAL PROPERTY
    1. Ownership. Supplier owns all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. Client will respect Supplier’s proprietary rights in the Service. Title to, and all Intellectual Property Rights (including all and any know how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier in the provision of the Services) in the Services, the Website, and all Underlying Systems is and remains the property of the Supplier (and its licensors). The Client must not dispute that ownership. 
    2. Feedback. If the Client provides the Supplier with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback): (i) all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Supplier; and (ii) the Supplier may use or disclose the feedback for any purpose.
    3. Third Party Sites and Materials. The Client acknowledges that the SaaS Service may link to third party websites or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Supplier endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, the Supplier excludes all responsibility or liability for those websites or feeds.

 

  • CONFIDENTIALITY
    1. Confidentiality Obligations. Each party must, unless it has the prior written consent of the other party: (i) keep confidential at all times the Confidential Information of the other party; (ii) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and (iii) disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of this Section.
    2. Exclusions. The obligation of confidentiality in Section 7.1 does not apply to any disclosure or use of Confidential Information: (i) for the purpose of performing a party’s obligations under these Terms or exercising a party’s rights under these Terms; (ii) required by law (including under the rules of any stock exchange); (iii) which is publicly available through no fault of the recipient of the Confidential Information or its personnel; (iv) which was rightfully received by a party to these Terms from a third party without restriction and without breach of any obligation of confidentiality; or (v) by the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than this Section 7.

 

  • WARRANTIES
    1. Mutual Warranties. Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms which, when signed, will constitute binding obligations on the warranting party.
    2. No Implied Warranties. To the maximum extent permitted by law the Supplier’s warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the amount of Fees actually paid to Supplier by Client during the three (3) months preceding the event subject to said liability, or $1,000, whichever is higher. The Supplier makes no representation concerning the quality of the Services and does not promise that the Services will: (i) meet the Client’s requirements or be suitable for a particular purpose; or be secure, free of viruses or other harmful code, uninterrupted or error free. SUPPLIER’S SOFTWARE PLATFORM AND THE SAAS SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITH ALL FAULTS, AND ANY AND ALL IMPLIED WARRANTIES WITH RESPECT THERETO ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPPLIER DOES NOT WARRANT THAT PICO’S PLATFORM WILL BE FREE FROM ERRORS.

 

  • INDEMNIFICATION
    1. Third party Intellectual Property Rights Indemnity
      1. Obligation. The Supplier defend and hold the Client harmless against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the following conditions:
        1. Client will promptly notify the Supplier in writing of the IP Claim; 
        2. Client will make no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier’s prior written consent; 
        3. Client will give the Supplier complete authority and information required for the Supplier to conduct and/or settle the negotiations and litigation relating to the IP Claim; and 
        4. The costs incurred or recovered are for the Supplier’s account.
      2. Exclusions. The obligation in this Section 9.1 does not apply to the extent that an IP Claim arises from or in connection with:
        1. the Client’s breach of the Agreement; or
        2. use of the SaaS Service in a manner or for a purpose not reasonably contemplated by these Terms or otherwise not authorized in writing by the Supplier.
      3. Remedies. If at any time an IP Claim is made, or in the Supplier’s reasonable opinion is likely to be made, then in defense or settlement of the IP Claim, the Supplier may (at the Supplier’s option): (i) obtain for the Client the right to continue using the items which are the subject of the IP Claim; or (ii) modify, re-perform or replace the items which are the subject of the IP Claim so they become non-infringing.
      4. Indemnitee Obligation of Client. Client agree to indemnify, defend and hold Supplier harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) Data, (ii) Client’s use of the Service, (iii) Client’s violation of any laws or regulations, (iv) third-party claims that Client or someone using Client’s password or access mechanisms did something that, if true, would violate any of Client’s obligations under these Terms, (v) any misrepresentations made by Client, or (vi) a breach of any representations or warranties Client made to Supplier.

 

  • LIABILITY
    1. Maximum liability. The maximum aggregate liability of the Supplier under or in connection with these Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by the Client under the Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid by the Client from the Start Date to the date of the first event giving rise to liability), or $1,000, whichever is higher. 
    2. Unrecoverable Loss. Neither party is liable to the other under or in connection with these Terms or the Services for any: (i) Loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or (ii) consequential, indirect, incidental or special damage or loss of any kind. The above limitation of liability shall not apply to any loss or damage in connection with the indemnity described in Section 9, or any personal injury or death not resulted from Client’s negligence or willful misconduct. 
    3. No Liability for Other’s Failure. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel. 
    4. Cooperation. The Parties agree to take reasonable steps on their own part, and to cooperate with each other in good faith, to minimize any loss or damage, cost or expense either Party may suffer or incur under or in connection with these Terms.

 

  • TERM & TERMINATION 

11.1 Duration. Unless terminated under the terms of this Section 11, the Services shall start and become effective on the Start Date and shall end on the End Date.

    1. Termination with Cause. Either party may, by notice to the other party, immediately terminate the Services if the other party:
      1. breaches any material provision of these Terms and the breach is not: (i) remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or (ii) capable of being remedied;
      2. becomes insolvent, liquidated or bankrupt; or
      3. If the remedies in Section 9.1.3 are exhausted without remedying or settling the IP Claim, the Supplier may, by notice to the Client, immediately terminate the Agreement.
    2. Consequences of Termination or Expiry.
      1. Termination or expiry of the Services does not affect either party’s rights and obligations that accrued before that termination or expiry. 
      2. On termination or expiry of the Services, the Client must pay all Fees, if any, for Services provided prior to that termination or expiry. 
      3. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.   
      4. At any time prior to one month after the date of termination or expiry, the Client may request:  
        1. a copy of any Data stored using the SaaS Service, provided that the Client pays the Supplier’s reasonable costs of providing that copy. On receipt of that request, the Supplier must provide a copy of the Data in a common electronic form. The Supplier does not warrant that the format of the Data will be compatible with any software; and/or 
        2. deletion of the Data stored using the SaaS Service, in which case the Supplier must use reasonable efforts to promptly delete that Data. To avoid doubt, the Supplier is not required to comply with Section 11.3.4.1 to the extent that the Client previously requested deletion of the Data.
    3. Survival. Clauses and sections which, by their nature, are intended to survive termination or expiry of the Agreement, including sections 4.6, 5-11 and 12, shall continue in force and effect.
    4. Suspending access. Without limiting any other right or remedy available to the Supplier, the Supplier may restrict or suspend the Client’s access to the SaaS Service where the Client (including any of its personnel): (i) undermines, or attempts to undermine, the security or integrity of the SaaS Service or any Underlying Systems; or (ii) uses, or attempts to use, the SaaS Service for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service.; or (iii) has otherwise materially breached the Agreement (in the Supplier’s reasonable opinion).

 

  • GENERAL

12.1 Publicity. Supplier shall be not be permitted to use the Client’s name, marks and/or logo in any manner. In the event that Supplier requests the right to use Client as a reference for referrals, Client must approve any such use in advance in writing by a duly authorized representative. It is agreed, however, that such approval from Client shall not be required for retweets, shares of public posts on social media by Client and republishing promotional efforts, marketing materials, and advertisements initiated by Client.

 

12.2 Force Majeure. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure, provided that the affected party: (i) promptly notifies the other party and provides full information about the Force Majeure;  (ii) uses best efforts to overcome the Force Majeure; and (iii) continues to perform its obligations to the extent practicable.

12.3 Third Parties.  No person other than the Supplier and the Client has any right to a benefit under, or to enforce, these Terms.

12.4 Waiver. To waive a right under these Terms, that waiver must be in writing and signed by the waiving party.

12.5 Independent Contractor. The Supplier is an independent contractor of the Client, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

12.6 Notices. A notice given by a party under these Terms must be delivered to the other party via email using the email address provided by each party to the other party, or otherwise notified by the other party for this purpose. If the notice is a notice of termination, a copy of that email must be immediately delivered (by hand or courier) to the Chief Executive or equivalent officer of the other party at the other party’s last known physical address.

12.7 Severability. Any illegality, unenforceability or invalidity of a provision of these Terms does not affect the legality, enforceability or validity of the remaining provisions of these Terms.

12.8 Amendments. Any, amendments, addendums, changes and/or variation to these Terms must be in writing and signed by both parties.

12.9 Entire Agreement. These Terms sets out everything agreed by the parties relating to the SaaS Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of these Terms that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.  

12.10 Non Assignment. a party’s rights and obligations hereunder, shall not be assigned in whole or in part without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Any attempted assignment or delegation without such consent shall be void and of no effect. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, such consent shall not be required if a party assigns these Terms to a wholly owned subsidiary or in connection with a merger, acquisition or sale of all or substantially all of its business pertaining to subject of this Agreement provided that the successor shall be bound by all terms and conditions hereof.

12.11 Governing Law and Jurisdiction. These Terms is governed by, and must be interpreted in accordance with, the laws of New York, USA. Each party submits to the non-exclusive jurisdiction of the competent courts of New York, New York City, USA in relation to any dispute connected with the Agreement.