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EVALUATION TERMS OF SERVICE

PLEASE READ OUR EVALUATION TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICES & PLATFORM.   

These 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.

 

1.       WHAT’S IN THESE EVALUATION TERMS?  

The Evaluation Terms of Service set out below, our Privacy Policy, and our Cookies Policy (“Evaluation Terms”) 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”). 

2. YOUR ACCEPTANCE OF THE EVALUATION TERMS

BY 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.

IF 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" OR "YOUR" SHALL REFER TO YOU, THE RELEVANT ENTITY AND/OR ITS AFFILIATES.

IF 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.

3. ALPHA SERVICES & ALPHA PLATFORM

Our 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.

You must back-up your Data on a continuous basis and this is your responsibility.

We are not responsible and/or liable for any access and/or use to which you put our Alpha Services and Alpha Platform.

Our 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.

We 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.

You 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.

4.       WHO WE ARE AND HOW TO CONTACT US  

The Alpha Services and Alpha Platform are operated and provided by Research Semantics Limited (currently t/a Jotup) (“we”, “us” or “our”). 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 contact@jotup.co.

5.       THERE ARE OTHER TERMS THAT APPLY TO YOU  

These Evaluation Terms refer to the following additional terms, which also apply to your access and/or use of our Alpha Services and Alpha Platform. These are our Privacy Policy [http://jotup.co/?q=node/3623], and our Cookies Policy [http://jotup.co/?q=node/3624].

 6.      WE MAY MAKE CHANGES TO OUR TERMS  

We 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.

Every 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 Terms.

 7.       WE MAY MAKE CHANGES TO OUR SERVICES & PLATFORM

We 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.

 

8.       OUR GLOSARY

Alpha Platform	our Websites and Alpha System.
Alpha Services	the services made available to you, and the Alpha System that we use to provide all these alpha services as made available to you via our Websites.
Alpha System           Evaluation Period	the 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.   the 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	means personal data as defined in the UK Data Protection Act 1998.
Process, Processed, Processing, or Processor	means process, processed or processing as defined in the UK Data Protection Act 1998.
Sensitive Personal Data	means sensitive personal data as defined in the Data Protection Act 1998.
Your Data	files, 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 by you.
Websites	www.jotup.co. and www.jotbot.news.

 

9.       AGE

Our 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.

 

10.    YOUR ACCOUNT

In 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.

You 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 contact@jotup.co.

 

11.    YOUR ACCESS AND/OR USE

Subject 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. 

You warrant, represent and undertake that you will comply with these Evaluation Terms and applicable local, national and/or international laws and regulations (“Laws”).

You 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 (“Malicious 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.

If 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. 

 

12.    SUBSCRIPTIONS

Access and/or use of our Alpha Services and Alpha Platform for Evaluation is currently provided free of charge.

 

13.    YOUR DATA

To find out more about how and what we do with your Data or what you can do with your Data, please read our Privacy Policy [http://jotup.co/?q=node/3623] and our Cookies Policy [http://jotup.co/?q=node/3624].

You 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 Alpha Platform.

You 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.

You 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 Evaluation Terms.

 

14.    FEEDBACK

We 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.

You 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.

15. CONFIDENTIALITY

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.

Provider means a party to these Evaluation Terms which discloses and/or makes available directly and/or indirectly Confidential Information.

Recipient means a party to these Evaluation Terms which receives and/or obtains directly and/or indirectly Confidential Information.

In 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.

Each party may disclose the Confidential Information to any of its officers, directors, employees and/or advisers (“Permitted Parties”) that 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 Recipient.

Each 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.

The 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.

If 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).

The 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.

 

16.    INTELLECTUAL PROPERTY RIGHTS

For the purposes of these Terms, “Intellectual Property Rights” 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.

Any 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.

 

17.    SUSPENSION & TERMINATION

We 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.

If 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. 

Following 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 Retention Period”) 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.

Suspension 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).

 

18.    OUR LIABILITY TO YOU

Nothing 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.

To 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 kind,

(b) any loss of profit and/or income,

(c) any loss of business and/or business opportunity,

(d) any loss, erasure, deletion, destruction and/or corruption of data including Your Data,

(e) any anticipated savings and/or revenue,

(f) any loss of goodwill and/or reputation, and/or

(g) any other loss that could have been avoided by the damaged party’s use of reasonable diligence.

This 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.

We 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.

In 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.

 

19.    INDEMNITY

You 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 ("Claim(s)") 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.

20. IP POLICY

We will respond to claims of alleged Intellectual Property Rights infringement (“IP Infringement”) committed using the Alpha Services and/or Alpha Platform that are reported to us following this IP Policy.

If 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 Platform.

You must include the following information in the Notice:

(a) 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;

(b) identification of works or materials being infringed;

(c) 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;

(d) contact information about the notifier including (but not limited to) address, telephone number and email address; and

(e) 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.

Deliver this Notice by registered post and email, with all above information completed, to

Research Semantics Limited Notice of Alleged Infringement International House 24 Holborn Viaduct CITY OF LONDON EC1A 2BN

Email: operations@jotup.co  

21.    OTHER IMPORTANT INFORMATION

Links 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.

Links 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.

Trade marks, service marks, logos, trade names, source identifiers and/or proprietary designations (“Trade Marks”) 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.

You 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.

 

Waiver, 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 court, such 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, include, in particular, for example, such as, e.g. 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.

Entire 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

There 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.

Law: We 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 of England.

Jurisdiction: We 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.