TERMS OF SERVICE
READ OUR EVALUATION TERMS OF SERVICE CAREFULLY BEFORE USING OUR
SERVICES & PLATFORM.
Evaluation Terms of Service were last updated on 4 March 2018 and are
effective as of the date of your acceptance of these Evaluation Terms
of Service in accordance with Section 2.
IN THESE EVALUATION TERMS?
Evaluation Terms of Service set out below, our Privacy
Policy, and our Cookies
form the contract between you and us and govern your access and/or
use of our Alpha Services and Alpha Platform throughout the
Evaluation Period and therafter in order for you to evaluate our
Alpha Services and Alpha Platform for your internal business use
and/or for the purpose of exploring a collaboration and/or
partnership between you and us (“Evaluation”).
YOUR ACCEPTANCE OF THE EVALUATION TERMS
CLICKING ON A BOX, YOU ARE INDICATING YOUR ACCEPTANCE TO THESE
EVALUATION TERMS, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THESE
EVALUATION TERMS AND THAT YOU AGREE TO COMPLY WITH THEM.
YOU ARE ENTERING INTO THESE EVALUATION TERMS FOR AND/OR ON BEHALF OF
A CORPORATE ENTITY AND/OR OTHER LEGAL ENTITY, YOU REPRESENT, WARRANT
AND UNDERTAKE THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSEES,
ADVISERS AND/OR CONTRACTORS (“AFFILIATES”)
TO THESE EVALUATION TERMS, IN WHICH CASE THE TERMS "YOU"
SHALL REFER TO YOU, THE RELEVANT ENTITY AND/OR ITS AFFILIATES.
YOU DO NOT HAVE SUCH AUTHORITY AND/OR IF YOU DO NOT AGREE WITH THESE
EVALUTION TERMS, YOU MUST NOT
ACCEPT THESE EVALUATION TERMS AND MUST NOT
ACCESS AND/OR USE OUR ALPHA SERVICES AND ALPHA PLATFORM.
ALPHA SERVICES & ALPHA PLATFORM
Alpha Services and Alpha Platform may (a) include significant bugs,
(b) have usability issues, (c) be unstable and/or unreliable, and/or
(d) cause crashes and/or Data loss. Also, our Alpha Services and
Alpha Platform may not contain any and/or all of the features that we
plan and/or may plan for the Release Services and Release Platform.
must back-up your Data on a continuous basis and this is your
are not responsible and/or liable for any access and/or use to which
you put our Alpha Services and Alpha Platform.
Alpha Services and Alpha Platform are not produced to your
specifications and are provided “as is” (so you need to satisfy
yourself that they are appropriate for your purposes including your
Evaluation) and “as available” (so we do not warrant, represent
and undertake that they will be available and accessible at any
and/or all times throughout the Evaluation Term nor do we provide
warranties, representations and undertakings of any kind.
expressly disclaim any and all warranties, representations and/or
undertaking (in each case, whether express or implied) including
implied warranties of satisfactory quality, title, fitness for a
particular purpose and/or non-infringement.
acknowledge that we do not warrant, represent and undertake that our
Alpha Services and Alpha Platform (for example, their operation and
results), will be uninterrupted and/or error-free.
WE ARE AND HOW TO CONTACT US
Alpha Services and Alpha Platform are operated and provided by
Research Semantics Limited (currently t/a Jotup) (“we”,
We are a private limited company registered in England and Wales
under company number 09715616 and
have our registered office at International House, 24 Holborn
Viaduct, CITY OF LONDON, EC1A 2BN. To contact us, please email
our Operations team at [email protected].
ARE OTHER TERMS THAT APPLY TO YOU
Evaluation Terms refer to the following additional terms, which also
apply to your access and/or use of our Alpha Services and Alpha
[http://jotup.co/?q=node/3623], and our Cookies Policy
MAY MAKE CHANGES TO OUR TERMS
may revise our Evaluation Terms from time to time and will post the
most current version on our Websites as soon as possible after the
revised Evaluation Terms become effective.
time you wish to access and/or use our Alpha Services and Alpha
Platform, please check our Evaluation Terms to ensure you understand
the Evaluation Terms that apply at that time. By continuing to access
and/or use our Alpha Services and Alpha Platform after the revisions
come into effect, you agree to be bound by our revised Evaluation
MAY MAKE CHANGES TO OUR SERVICES & PLATFORM
may also update and change our Alpha Services and Alpha Platform from
time to time to, amongst other things, reflect changes to our Alpha
Services and Alpha Platform, and/or our users’ needs. We will try
to give you reasonable notice of any major changes.
Websites and Alpha System.
services made available to you, and the Alpha System that we use
to provide all these alpha services as made available to you via
cloud computing solution for providing the Alpha Services,
including (but not limited to) applications (whether mobile,
desktop or other applications), bots including (but not limited
to) Jot/Bot, software, widgets, tools, hardware, databases, data,
APIs, interfaces, associated media, documentation, updates, new
releases and other components or materials provided by us.
period starting from (and including) the date and time upon which
you accept these Evaluation Terms in accordance with Section 2 up
to (and including) the date and time we terminate your access
and/or use of our Alpha Services and Alpha Platform.
personal data as defined in the UK Data Protection Act 1998.
Process, Processed, Processing,
means process, processed or processing as
defined in the UK Data Protection Act 1998.
sensitive personal data as defined in the Data Protection Act
data, Personal Data, Sensitive Personal Data and any other
information assets (a) subjected to and/or made available through
our Alpha Services and/or Alpha Platform, and/or (b) contained in
our Alpha Services and/or Alpha Platform and/or otherwise inserted
Alpha Services and Alpha Platform are not intended for and may not be
used by people under the age of 18. By accessing and/or using our
Alpha Services and Alpha Platform, you warrant, represent and
undertake that you are 18 years old or above.
order to use our Alpha Services and Alpha Platform, you need to
register on our Alpha Platform (“Account”)
and your email address. It is your responsibility to (a) protect
against unauthorised access and/or use of your Account, (b) ensure
no-one else uses your Account while your device is logged on to our
Alpha Platform (for example, by logging on to your device through a
mobile, Wi-Fi or share access connection you are using), (c) log off
or exit from your Account when not using it, (d) keep your password
or other access information secret. Your password and log in details
are personal to you and should not be given to anyone else and/or
used to provide shared access, for example, over a network.
should use a password which is unique to your use of your Account (do
not use the same password across other sites or email accounts), and
(e) maintain good internet security. If your email account is
compromised this could allow access to your Account. You must tell us
immediately after you become suspicious or aware of this by emailing
our Operations team at [email protected].
ACCESS AND/OR USE
to and in accordance with these Evaluation Terms, we grant you a
limited, non-exclusive, revocable, non-transferable, non-assignable,
and non-sublicensable right to access and/or use our Alpha Services
and Alpha Platform solely and strictly for Evaluation throughout the
Evaluation Period on a software-as-a-service basis. This is not a
software licence. This means that you do not have any rights under
the Software Directive (2009/24/EC) or its successors.
warrant, represent and undertake that you will comply with these
Evaluation Terms and applicable local, national and/or international
laws and regulations (“Laws”).
must not (a) access and/or use (or, in each case, try to do so) our
Alpha Services and Alpha Platform in violation of these Evaluation
Terms and/or applicable Laws, (b) license, sublicense, sell, resell,
rent, lease, transfer, assign, distribute, time share and/or
otherwise commercially exploit and/or make our Alpha Services and
Alpha Platform available to any third party, (c) modify, adapt, hack
our Alpha Services and Alpha Platform and/or gain (or, in each case,
try to gain) unauthorised access to our Alpha Services, Alpha
Platform and/or related systems or networks, (d) falsely imply any
sponsorship, partnership and/or association with us, (e) access
and/or use our Alpha Services and Alpha Platform in any illegal way
and/or for any illegal purpose, such as violation of any person’s
rights such as privacy rights, (f) access and/or use our Alpha
Services and Alpha Platform to send unsolicited communications junk
mail, spam, and/or other forms of duplicative or unsolicited
messages, (g) access and/or use our Alpha Services and Alpha Platform
to store and/or transmit any content that infringes any person’s
rights such as Intellectual Property Rights and applicable Laws, (h)
access and/or use our Alpha Services and Platform in any way that
could damage, disable, overburden, impair and/or compromise our Alpha
Services and Alpha Platform and/or security and/or interfere with
other users and/or disrupt the integrity and/or performance of our
Alpha Services and Alpha Platform, (i) access and/or use (or, in each
case, try to do so) any other users’ Accounts, (j) attempt
to decipher, decompile, reverse engineer, disassemble, reproduce,
copy and/or otherwise access and/or discover the source code and/or
underlying programs of our Alpha Services and Alpha Platform, (k) use
our Alpha Services and Alpha Platform to post, transmit, upload, link
to, send and/or store any content that is unlawful, hateful, abusive,
obscene, harmful, threatening, defamatory, obscene, infringing,
harassing, offensive, facilitates illegal activity, depicts sexually
explicit images, promotes unlawful violence, is discriminatory based
on race, gender, colour, religious belief, sexual orientation,
disability and/or age and/or in a way that is otherwise illegal
and/or causes damage and/or injury to any person and/or property, (l)
use our Alpha Services and Alpha Platform to knowingly post,
transmit, upload, link to, send and/or store any viruses, malware,
Trojans, time bombs, and/or any other similar harmful software
(m) access and/or use our Alpha Services and Alpha Platform (and/or
allow them to be accessed and/or used) for any other purpose other
than Evaluation including (but not limited to) purposes of product
evaluation, benchmarking and/or comparative analysis (whether
intended for publication or otherwise) without our prior written
consent, (n) access and/or use our Alpha Services and Alpha Platform
(and/or allow them to be accessed and/or used) for the purpose of
building a competing product and/or service and/or copying its
features, UI and/or UX, (o) allow access and/or use our Alpha
Services by a competitor of Research Semantics Limited and/or (p)
access and/or use our Alpha Services and Alpha Platform for the
purposes of cookie tracking, ad exchanges, ad networks, and/or data
brokerages in violation of applicable Laws.
we inform you that a specified activity and/or purpose is prohibited
with respect to our Alpha Services and Alpha Platform, you will
immediately cease access and/or use of our Alpha Services and Alpha
Platform for such prohibited activity and/or purpose.
and/or use of our Alpha Services and Alpha Platform for Evaluation is
currently provided free of charge.
find out more about how and what we do with your Data or what you can
[http://jotup.co/?q=node/3623] and our Cookies Policy
must back-up your Data on a continuous basis and you are solely
responsible for this. You are solely responsible for (a) any loss of
your Data, attempted and/or actual access and/or use of our Alpha
Services and Alpha Platform through your Account in violation of
these Terms, and/or(b) your Data and the consequences of
using, posting, transmitting, submitting, uploading, linking to,
sending and/or storing your Data through our Alpha Services and
warrant, represent and undertake that you (a) own your Data and/or
(b) where you do not own your Data, that you have the necessary
licenses, rights, consents, and permissions to use, post, transmit,
submit, upload, link to, send and/or store your Data through our
Alpha Services and Alpha Platform, and/or to grant any rights and/or
licences set out in these Evaluation Terms.
also warrant, represent and undertake that our use and/or the use by
our Affiliates of your Data pursuant to these Evaluation Terms
(a) do not infringe any person’s rights such as Intellectual
Property Rights and applicable Laws, (b) require obtaining a licence
from and/or paying any fees and/or royalties by us and/or our
Affiliates to any third party for the performance of our Alpha
Services and provision of our Alpha Platform and/or for the exercise
of any rights granted to us and/or our Affiliates pursuant to these
welcome Feedback. “Feedback”
means all information relating to your access, use, testing and/or
evaluation of our Alpha Services and Alpha Platform, including (but
limited to) observations, advice and/or information regarding the
performance, features, and/or functionality of our Alpha Services and
Alpha Platforms. "Feedback"
also includes all feedback, suggestions, advice, and ideas you
provide to us concerning modifications, additions, changes, features,
functionalities, ideas, improvements, enhancements and/or derivations
to our Alpha Services and Alpha Platform.
hereby grant us with a worldwide, exclusive, perpetual, irrevocable,
royalty-free, transferable, assignable, sublicensable licence to
incorporate, publish, reproduce, distribute, modify, adapt, prepare
derivative works of, publicly display, publicly perform, exploit
and/or use your Feedback for any purpose whatsoever and howsoever.
Your Feedback shall not be deemed your Confidential Information.
means any and/or all confidential and/or proprietary information
(however recorded or preserved) relating to the Evaluation Purpose
that is disclosed and/or made available (whether before or after
start date of the Evaluation Period) (in any form or medium),
directly and/or indirectly, by the Provider to the Recipient.
means a party to these Evaluation Terms which discloses and/or makes
available directly and/or indirectly Confidential Information.
means a party to these Evaluation Terms which receives and/or obtains
directly and/or indirectly Confidential Information.
consideration of the Provider agreeing to disclose Confidential
Information to the Recipient, the Recipient undertakes to the
Provider that it shall (a) keep the Confidential Information secret
and confidential, (b) not use and/or exploit the Confidential
Information in any way, except for or in connection with, the
Evaluation, and (c) use and/or exploit the Confidential Information
for the Evaluation only, (d) only make disclosure of the Confidential
Information in accordance with this Section 15. Any other disclosure
can only be made with the Provider's prior written consent.
party may disclose the Confidential Information to any of its
officers, directors, employees and/or advisers (“Permitted
need to know the relevant Confidential Information for the Evaluation
Purpose only, provided that it procures that each such Permitted
Party to whom the Confidential Information is disclosed complies with
the obligations set out in this Section 15 as if they were the
party may disclose the Confidential Information to the minimum extent
required by (a) any order of any court of competent jurisdiction
and/or any regulatory, judicial, governmental and/or similar body
and/or taxation authority of competent jurisdiction, (b) the rules of
any listing authority or stock exchange on which its shares are
listed; and/or (c) the laws or regulations of any country to which
its affairs are subject.
obligations set out in Section 15 shall not apply, or shall cease to
apply, to Confidential Information which the Recipient can show to
the Provider's reasonable satisfaction (a) that it is, or becomes
generally available to the public other than as a direct or indirect
result of the information being disclosed by the Recipient in breach
of these Evaluation Terms, and/or (b) was already lawfully known to
the Recipient before it was disclosed by the Provider, and/or has
been received by the Recipient from a third party source that is not
connected with the Provider and that such source was not under any
obligation of confidence in respect of that information.
requested by the Provider at any time, the Recipient shall
immediately destroy or return to the Provider all documents and other
records of the Confidential Information that have been supplied to or
generated by the Recipient. If the Confidential Information is stored
in electronic form, the Recipient shall permanently erase all such
Confidential Information from its computer and communications systems
and devices used by it (to the extent technically practicable).
obligations in this Section 15 shall continue indefinitely after the
expiry or termination of these Evaluation Terms. This Section 15
shall survive expiry or termination of these Evaluation Terms.
the purposes of these Terms, “Intellectual
means patents, utility models, rights to inventions, copyright and
neighbouring and related rights, trade marks and service marks,
business names and domain names, rights in get-up and trade dress,
goodwill and the right to sue for passing off or unfair competition,
rights in designs, database rights, rights to use, and protect the
confidentiality of, confidential information (including know-how and
trade secrets) and all other intellectual property rights, in each
case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all
similar or equivalent rights or forms of protection which subsist or
will subsist now or in the future in any part of the world.
and/or all rights, title and interest in our Alpha Services, Alpha
Platform and Trade Marks (“Assets”)
are owned by us (or our licensors). Our Assets are protected by
Intellectual Property Rights in accordance with applicable Laws.
These Terms do not grant you any right, title or interest in any of
the Assets, any other rights (including Intellectual Property Rights
and/or licences). You (or your licensors) retain any right, title or
interest in your Data, and Intellectual Property Rights.
may suspend and/or terminate your access and/or use of our Alpha
Services and Alpha Platform for any reason whatsoever, at any time at
our absolute and sole discretion without incurring any liability and
without giving you notice. For example, this could be because (a) we
decide to stop providing access and/or use of our Alpha Services and
Alpha, (b) we believe that you acted and/or are acting in breach of
these Evaluation Terms and/or applicable Laws, (c) we are
required by applicable Laws, court, regulatory and/or
governmental authority to suspend and/or terminate your access and/or
use of our Alpha Services and Alpha Platform.
we terminate your access and/or use of our Alpha Services and Alpha
Platform or the Evaluation Period expires (whichever is earlier),
then upon termination or expiry, (a) the rights granted by us to you
will cease immediately, and (b) any provision of these Evaluation
Terms which expressly and/or by implication is intended to come into
or continue in force on or after termination or expiry, it shall so
come into or continue in force on or after termination or expiry.
the termination of your access and/or use of our Alpha Services and
Alpha Platform or expiry of Evaluation Period (whichever is earlier),
your Data will be retained for a period of 15 days (unless we agree
otherwise in writing) (“Data
from (and including) such termination or expiry. After the last day
of this Data Retention Period, we reserve the right to delete all
your Data. Your Data cannot be recovered once it is deleted.
and/or termination of your access and/or use of our Alpha Services
and Alpha Platform or expiry of the Evaluation Period (whichever
is earlier) shall not affect any of our rights and/or remedies that
have accrued up to the date of suspension and/or termination or
expiry of the Evaluation Period (whichever is earlier), including the
right to claim damages in respect of any breach of these Evaluation
Terms which existed at and/or before the date of suspension or
termination or expiry of the Evaluation Term (whichever is earlier).
LIABILITY TO YOU
in these Evaluation Terms shall limit or exclude any liability for
death or personal injury caused by negligence, for fraud or
fraudulent misrepresentation or for any other liability which cannot
be properly excluded under law.
the fullest extent permitted by law, we shall not under these
Evaluation Terms be liable for (a) any indirect, special, incidental,
punitive, exemplary, consequential losses and/ or damages of any
any loss of profit and/or income,
any loss of business and/or business opportunity,
any loss, erasure, deletion, destruction and/or corruption of data
including Your Data,
any anticipated savings and/or revenue,
any loss of goodwill and/or reputation, and/or
any other loss that could have been avoided by the damaged party’s
use of reasonable diligence.
will be regardless of whether or not we have been warned and/or
advised of the possibility of such damages and/or losses, and even if
a remedy fails of its essential purpose.
will not be in breach of these Evaluation Terms if the failure and/or
delay to perform any of our obligations is due to an event beyond our
control, such as failure of part of the power grid, ISP
equipment failure, host equipment failure, communications network
failure, applicable Laws, censorship. failure of the Internet,
natural disaster, war, riot, insurrection, epidemic, strikes,
terrorism, and/or other events of a magnitude or type for which it is
not possible for us to take precautions against.
no event shall our total maximum aggregate liability arising out of
and/or in connection with these Terms and/or your use of the Alpha
Services and/or Alpha Platform, exceed GBP 100.
agree to (a) defend and hold harmless us, our officers, employees,
agents, affiliates, and/or contractors from and against any and
all allegations, threats, claims, demands, suits, or proceedings
made and/or brought against us, our officers, employees, agents,
affiliates, and/or contractors, by a third party due to your (i)
breach these Evaluation Terms, (ii) violation of any applicable
Laws and/or any third party rights, and/or (iii) access and/or use of
our Alpha Services and Alpha Platform, and (b) indemnify, keep
indemnified and hold us harmless from and against any liability
losses, damages, fines penalties and/or other costs and expenses of
any kind or nature including (but not limited to) reasonable legal
fees costs and expenses, whether finally awarded or agreed to by us
in settlement (“Losses”)
to the extent based upon such Claim(s). We will notify
you in writing of such Claim and you hereby grant us sole control of
its defense and/or settlement. Upon our request, you will cooperate
in all reasonable respects with us in the investigation, trial,
defence, settlement of such Claim and/or any appeal arising from it.
Failure to notify you of such Claim shall not relieve you of your
obligations under this Section 19.
will respond to claims of alleged Intellectual Property Rights
committed using the Alpha Services and/or Alpha Platform that are
reported to us following this IP Policy.
you are an IP owner, or are authorised to act on behalf of one,
please report the alleged IP infringement taking place on or through
the Alpha Services and/or Alpha Platform by completing the following
Notice of Alleged Infringement (“Notice”)
and delivering it to us as described below. Upon receipt of the
Notice as described below, we will take whatever action, in our sole
and absolute discretion, we deem appropriate, including removal of
the challenged material from the Alpha Services and/or Alpha
must include the following information in the Notice:
a physical or electronic signature of a person authorised to act on
behalf of the owner of the Intellectual Property Rights that have
been allegedly infringed;
identification of works or materials being infringed;
identification of the works or materials that are claimed to be
infringing including information regarding the location of the
infringing materials that the Intellectual Property Rights owner
seeks to have removed, with sufficient detail so that we are capable
of finding and verifying their existence;
contact information about the notifier including (but not limited to)
address, telephone number and email address; and
a statement that the notifier has a good faith belief that the works
or materials are not authorised by the Intellectual Property Rights
owner, its agent, and/or applicable Laws.
this Notice by registered post and email, with all above information
of Alleged Infringement
CITY OF LONDON
to other websites: Our
Alpha Platform and Alpha Services contains hyperlinks to websites
operated by parties other than us. Such hyperlinks are provided for
your reference and convenience only. We do not control such websites
and are not responsible for their content and/or the privacy or other
practices of such websites. It is up to you to take precautions to
ensure that whatever links you select and/or software you download
from such websites are free of Malicious Software. Our inclusion of
hyperlinks to such websites does not imply any endorsement of the
material on such websites, association, sponsorship and/or
partnership with their operators.
to our Alpha Platform and Alpha Services: We
grant you a limited, revocable, non-exclusive, non-sublicensable,
non-assignable, non-transferable right throughout the Evaluation
Period to create a text hyperlink to our Platform for non-commercial
purposes, provided such link does not portray us, our Alpha Services
and/or Alpha Platform, partners and/or publishers in a false,
misleading, derogatory or otherwise defamatory way and provided
further that the linking website does not contain any adult and/or
illegal material and/or any material that is offensive, harassing or
otherwise objectionable, in our absolute discretion. This limited
right may be revoked at any time.
marks, service marks, logos, trade names, source identifiers and/or
proprietary designations (“Trade
of Research Semantics Limited used on and/or in connection with our
Alpha Platform and Alpha Services are trade marks or registered trade
marks of Research Semantics Limited. Trade Marks of third parties
used on and/or in connection with the Alpha Services and Alpha
Platform are used for identification purposes only and may be the
property of their respective owners.
do not have the right to use any of our Trade Marks, to link to our
Alpha Platform and Alpha Services without our prior written consent.
You also do not have the right to use, frame or utilise framing
techniques to enclose any of our Trade Marks, including, for example,
those found on our Alpha Platform without our prior written consent.
Except as noted above, you are not given any right whatsoever in any
of our Intellectual Property Rights and/or any of the Intellectual
Property Rights of any third party without our prior written consent
or the prior written consent of such other party.
Severability & Assignment: If
we fail or delay to enforce a provision of the Evaluation Terms, this
failure or delay is not a waiver of our right to do so later on. If a
provision of the Evaluation Terms is found to be unenforceable by a
provision shall be modified by a court and interpreted so as
best to accomplish the objectives of the original provision to the
fullest extent permitted by applicable Laws.
The remaining provisions of the Evaluation Terms will remain in full
force and effect. You may not assign any of your rights or
obligations under these Evaluation Terms, whether
by operation of law or otherwise,
and any such attempt will be null and void. We may assign any of
rights and obligations under these Evaluation Terms without your
consent. Also, we may
assign these Evaluation Terms in their entirety, without your
consent, to our successor in interest in connection with a merger,
reorganization, or sale of all or substantially all assets or equity.
These Evaluation Terms shall bind and inure to our benefit, our
successors and permitted assigns. Unless the context otherwise
requires (i) words importing a gender include every gender and
references to the singular include the plural and vice versa, and
(ii) any words following the terms including,
or any similar expression shall be construed as illustrative and
shall not limit the sense of the words, description, definition,
phrase or term preceding those terms.
Agreement & Third Parties: These Evaluation Terms contain
the whole and entire agreement between us and you relating to the
subject matter hereof and supersede any and/or all prior agreements,
arrangements and understandings between us and you parties relating
to that subject matter except as expressly stated in these Terms.
Each party does not rely on any statement, representation, assurance
or warranty (whether it was made negligently or innocently and
whether in writing) of any person (whether a party to these
Evaluation Terms or not) (“Representation”)
other than as expressly set out in these Terms. Each party agrees
that the only rights and remedies available to it arising out of or
in connection with a Representation shall be for breach of contract
as expressly provided in these Evaluation Terms. The terms and
conditions in these Evaluation Terms shall in all circumstances
prevail over and replace the terms and conditions in any of your
terms and conditions, agreements, contracts that may relate to the
subject matter of these Evaluation Terms. Nothing in this paragraph
shall limit and/or exclude any liability for fraud
are no third party beneficiaries to these Evaluation Terms and
the provisions of the U.K. Contracts (Rights of Third Parties) Act
1999 are hereby excluded.
irrevocably agree that these Evaluation Terms and any disputeand/or
claim (including non-contractual disputes or claims) arising out of
and/or in connection with them and/or their interpretation,
construction, subject matter and/or formation shall be governed by
and construed (in each case, exclusively) in accordance with the law
irrevocably agree that the English courts shall have exclusive
jurisdiction to settle any dispute or claim (including
non-contractual disputes and/or claims) arising out of and/or in
connection with these Evaluation Terms, including (but not limited
to) their interpretation, construction, subject matter and/or
formation, provided that we reserve our rights to take any action,
bring a claim, institute proceedings and/or seek any remedies in any
other courts of a competent jurisdiction or territory (including
where you are based or from any territory in which any breach of
these Terms occurs) for any reason whatsoever including (but not
limited to) to enforce any and/or all of our rights and/or remedies
(including, without limitation, our Intellectual Property Rights
and/or remedies), nor shall the taking of action, bringing of a
claim, instituting proceedings and/or seeking any remedies in any one
or more jurisdictions preclude the taking of action, bringing of a
claim, instituting proceedings and/or seeking any remedies in any
other jurisdictions, whether concurrently or not, to the extent
permitted by the law of such other jurisdiction.