Matillion ETL for Snowflake Partner Connect Edition Terms and Conditions

Matillion ETL for Snowflake Partner Connect Edition Terms and Conditions


PLEASE READ CAREFULLY BEFORE USING THE SERVICES

EVALUATION AGREEMENT

 

AGREED TERMS
 

This end-user license agreement (“EULA”) is a legal agreement between you or the entity you represent (“You”) and MATILLION LIMITED (Company Number: 7474948) which has its registered office at Station House, Stamford New Rd, Altrincham WA14 1EP United Kingdom (“Licensor, us” or “we”) for a maximum 14 day trial period in respect of:

(1)                 MATILLION ETL FOR SNOWFLAKE software (“Software”) provided as subscription services (“Services”) hosted by Matillion on Amazon Web Services, Inc. (“AWS”) for use in conjunction with the Snowflake data warehouse service (“Snowflake Service”) provided by Snowflake Computing, Inc. (“Snowflake”); and

(2)                 online or electronic documents provided by us in connection with the Services (“Documents”).

The Services are made available to you under this EULA as a free trial for evaluation purposes only.

We license use of the Services, Ancillary Services (as defined in clause 1.1) and Documents to you on the basis of this EULA.  The Services are hosted by us on AWS, and made available through, an AWS account owned by Matillion (“AWS Account”) and dedicated to the provision of the Services to you. Our use of the Services is subject to any rules or policies applied from time to time by AWS ("AWS Rules") in relation to hosting and use of the Services, the Snowflake Service and related matters (which may include the "AWS Customer Agreement", AWS's "Acceptable Use Policy" and Snowflake’s “Terms of Service”). We do not sell the Services, Ancillary Services or Documents to you. We (or our licensors, as appropriate) remain the owners of the Services, Ancillary Services, AWS Account and Documents at all times.

AWS, AWS Marketplace and the AWS Marketplace logo are trademarks of Amazon.com, Inc. or its affiliates.

Snowflake and the Snowflake logo are trademarks of Snowflake or its affiliates.

 

OPERATING REQUIREMENTS
 

The Services require:

(A)                 A compatible browser enabled device which has IP connectivity to the Services.  Details of those browsers which are compatible with the Services are set out at:

https://matillion.lightning.force.com/lightning/r/Knowledge__kav/ka04G000000kCjwQAE/view

(B)                 A valid subscription with for the Snowflake Service with Snowflake warehouses that have adequate and appropriate size, processing capacity and configuration for your use of the Services.

(C)                The Services may only be used in conjunction with the Snowflake Service.

 

IMPORTANT NOTICE:
 

(A)                 This EULA takes effect and you agree to the terms of this EULA, which will bind you when you click on the "Connect" button or any similar acceptance button. You represent to us that you are lawfully able to enter into contracts and if you are entering into this EULA for an entity, such as a company you work for, you represent to us that you have legal authority to bind that entity. The terms of the EULA include, in particular, the limitations on liability in clauses 1.6 and 8.

(B)                 If you do not agree to the terms of this EULA, we will not license or permit access to the Services, ancillary services or documents to you and you must stop the order process now.

(C)                You are responsible for all activity and use undertaken in connection with the Services, irrespective of whether the activity or use is undertaken by you, your employees or third parties (including your agents or contractors). We are not responsible for any unauthorised use of your account.

(D)                You confirm that you are acting in the course of business and are not a consumer.

You should print a copy of this EULA for future reference.

 

1. ACKNOWLEDGEMENTS
 

1.1                The terms of this EULA apply to the Services and to any of the services accessible through or provided in connection with the Services (“Ancillary Services”). This EULA shall apply to any updates or supplements to the Services or the Ancillary Services, unless they come with separate terms, in which case those terms apply. The open-source and third-party licenses, which relate to open-source and/or third-party software comprised within the Software, referred to from time to time at the following URL may override some of the terms of this EULA:

https://matillion.lightning.force.com/lightning/r/Knowledge__kav/ka04G000000kE1kQAE/view

You agree to comply (and procure compliance by all Users) with the terms of such licenses and acknowledge that your use of the Services or the Ancillary Services is conditional upon your compliance with such licenses.

1.2                We may change these terms at any time.  Your continued use of the Services and/or the Ancillary Services will be subject to any such revised terms.

1.3                Any person using the Services and/or the Ancillary Services will be assumed to be authorised by you and to have obtained permission from and be acting with your authority. You agree to be responsible for ensuring that the Users comply with this EULA, for their use of the Services, the Ancillary Services and the Documents and for any User’s breach of this EULA. You and they may be charged by your and their service providers for access to the Services and/or the Ancillary Services.

1.4                The Services will be hosted by Matillion and provided via AWS. The Services are intended to interface with and are reliant upon the Snowflake Service.  You agree to comply with and be bound by the AWS Rules and Snowflake’s “Terms of Service”. You acknowledge that we, Snowflake and AWS are separate legal entities and no legal relationship of partnership, agency or other association or affiliation exists.

1.5                You acknowledge and agree that:

1.5.1            it is your responsibility to ensure that you have a subscription with for the Snowflake Service with Snowflake warehouses that have adequate and appropriate size, processing capacity and configuration for your use of the Services;

1.5.2            your use of the Services may impact on the size and processing capabilities of such Snowflake warehouses (as referred to in clause 1.5.1) while the Services are in use;

1.5.3            your use of the Services is dependent on your IP connectivity to the Services and on the IP connectivity between the Services and the Snowflake Service.  No guarantee is therefore given that you or any User will be able to access the Services at any given time and we shall have no liability if it is not accessible or operative at any given time;

1.5.4            it is your responsibility to ensure that your set-up of the Snowflake Service and the IP connectivity to the Services (including security set-up) is adequate for your use of the Services;

1.5.5            your use of the Services is dependent on having a compatible browser (details of compatible browsers, by reference to the version of the Services, are set out at https://matillion.lightning.force.com/lightning/r/Knowledge__kav/ka04G000000kCjwQAE/view) and that upgrading your browser may adversely impact on your ability to use or access the Services; and

1.5.6            your use of the Services is subject to the restrictions and limitations set out in clause 4.

1.6                You acknowledge that the Services and/or the Ancillary Services may enable or assist you to access and receive the services of, the website content of, to correspond with, and to purchase products and services from, third parties (including AWS and Snowflake) and that you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the products and services of, content or use of, the websites of, or correspondence with, any such third-party, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed with any third-party is between you and the relevant third party, and not us. We recommend that you refer to the third party’s terms and conditions. We do not endorse or approve any third party products or services nor the content of any of the third-party website made available or accessed via the Services and/or the Ancillary Services.

1.7                Any words following the terms “including”, “include”, “in particular” or “for example” or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words. Clause headings shall not affect the interpretation of this EULA. References to clauses are to the clauses of this EULA.

1.8                An entity or person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders

1.9                A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this EULA. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this EULA under that statute or statutory provision.

1.10             Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to that term in the other jurisdiction.


 

2. GRANT AND SCOPE OF LICENSE
 

2.1                We grant you a non-transferable, non-exclusive, world-wide license to use the Services, the Ancillary Services and the Documents for the period of 14 days from and including the date you are first provided with login details for the Services or such other period we have specified in writing  (“Trial Period”), upon the end of which period this EULA shall expire (and clause 9.3 shall apply), subject to the terms of this EULA and the AWS Rules insofar as they relate to your use of the Services.  The AWS Rules are incorporated into this EULA by reference.  We reserve all other rights. You shall ensure that Users shall be limited to only you and those of your employees, agents and independent contractors who you permit to use the Services. You acknowledge and agree that you are responsible for all activity and use undertaken by all Users in connection with the Services, the Ancillary Services and/or the Documents.

2.2                During the Trial Period we shall provide the Services and Ancillary Services and make the Documents available to you on and subject to the terms of this EULA.

2.3                Subject to the terms of the EULA, you and your Users may:

2.3.1            use the Services only in conjunction with your Snowflake Service subscription and only for your own evaluation of the Services and/or proof-of-concept of the Services in respect of your own internal data processing operations and not for or on behalf of any other person (“Permitted Purpose”);

2.3.2            access the Ancillary Services for the Permitted Purpose only; and

2.3.3            use the Documents for the Permitted Purpose only.

2.4                You acknowledge and agree that the license granted under clause 2.1 is for the Permitted Purpose only and that the Services and your use of them shall be limited and/or restricted including as to:

2.4.1            functionality;

2.4.2            hosting and data storage;

2.4.3            processing,

and you agree to comply with all such limitations and/or restrictions that we notify to you from time to time.

 

3. LICENSE RESTRICTIONS
 

3.1                Except as expressly set out in this EULA, you agree:

3.1.1            except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties (and only to that extent);

(a)                 not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documents (as applicable) in any form or media or by any means; and

(b)                 not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

3.1.2            not to access all or any part of the Services, the Ancillary Services and Documents in order to build a product or service which competes with the Services and/or Ancillary Services and/or the Documents;

3.1.3            not to use the Services, the Ancillary Services and/or Documents to provide services to third parties or for any purpose other than the Permitted Purpose;

3.1.4            not to license, sell, rent, lease, transfer, assign, sublicense, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Ancillary Services and/or Documents available to any third party;

3.1.5            not to attempt to obtain, or assist third parties in obtaining, access to the Services, the Ancillary Services and/or Documents;

3.1.6            to ensure that all Users comply with the terms of this EULA;

3.1.7            to comply with all laws and regulations with respect to your and all other User's activities under this EULA; or

3.1.8            to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Services or any Ancillary Service.

3.2                You agree to prevent any unauthorised access to, or use of, the Services, the Ancillary Services and/or the Documents and, in the event of any such unauthorised access or use, promptly notify us.

 

4. USAGE RESTRICTIONS AND LIMITATIONS
 

4.1                You shall not:

4.1.1            access, store, distribute or transmit during the course of your use of the Services or the Ancillary Services, any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; or

4.1.2            access, store, distribute or transmit during the course of your use of the Services or the Ancillary Services, any material that:

(a)                 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)                 facilitates illegal activity;

(c)                 depicts sexually explicit images;

(d)                 promotes unlawful violence;

(e)                 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f)                   in a manner that is otherwise illegal or causes damage or injury to any person or property;

4.1.3            infringe Intellectualour Property Rights (as defined in clause 5.4) or those of any third party in relation to your use of the Services, the Ancillary Services or Documents;

4.1.4            use the Services, the Ancillary Services and/or the Documents in a way that could damage, disable, overburden, impair or compromise our security or interfere with other users; and

4.1.5            attempt to decipher any transmissions to or from the Services.

4.2                You acknowledge and agree that the operation of the Services and your usage of the Services are subject to limitations and restrictions, including the following limitations and restrictions (“Usage Restrictions”):

4.2.1            the Services may only be accessed through your account by a maximum of 5 Users at any given time, unless we otherwise agree in writing. For the purposes of this EULA a “User” means each and any of you, your employees and any other third parties (including agents and independent contractors) who use the Services;

4.2.2            the Services may only be used in connection with 15 environments (an environment being a connection from the Services to the Snowflake Service) at any given time, unless we otherwise agree in writing;

4.2.3            the Services are to be used for the Permitted Purpose. The Services have not been designed and are not intended to be used for the production workloads or processing of any business critical, confidential, commercially sensitive or personal data. You are not to place reliance on the Services or your use of them; and

4.2.4            we will limit and/or restrict use or operation of the Services which may increase the infrastructure costs to us of providing the Services, which may include restrictions and limitations in relation to volumes or speeds of sending, receiving or processing data. We may impose or vary such limitations and restrictions without notice from time to time. We agree to provide you with reasonable details in relation to such restrictions and limitations upon request.

4.3                You warrant that you and each User shall comply with the Usage Restrictions and shall not attempt to use the Services outside of the scope of the Usage Restrictions.

 

5. INTELLECTUAL PROPERTY RIGHTS
 

5.1                You acknowledge that all Intellectual Property Rights (as defined below) in the Services, the Ancillary Services and the Documents anywhere in the world belong to us or our licensors, that Intellectual Property Rights in the Services, the Ancillary Services and the Documents are licensed (not sold) to you, and that you have no Intellectual Property Rights in, or to, the Services, the Ancillary Services and the Documents other than the right to use each of them in accordance with the terms of this EULA. We acknowledge that all Customer Data (defined below) shall remain the property of you or your licensors, who shall retain all Intellectual Property rights therein.

5.2                You acknowledge that you have no right to:

5.2.1            have access to the Software in source-code form or in any way other than via the Services;

5.2.2            download the Software or a copy of it; or

5.2.3            install the Software on any computer or other device.

5.3                In the event of a claim that the Services, the Ancillary Services or the Documents infringe the Intellectual Property Rights of a third party, you shall, at our request, immediately cease use of the Services, the Ancillary Services and/or the Documents.

5.4                In this EULA “Intellectual Property Rights” shall mean all patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, website rights, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.

5.5                You shall defend, indemnify and hold harmless us against all third party claims, actions, proceedings, losses, damages, expenses and costs (including legal fees) arising out of or in connection with use of the Services, the Ancillary Services and the Documents by you or any other User in breach of this EULA.

 

6. CUSTOMER DATA
 

6.1                In this clause 6:

6.1.1            “Data Protection Legislation” means all applicable data protection and privacy legislation which applies to the relevant party including, in our case, the General Data Protection Regulation ((EU) 2016/679) (whilst it is applicable in the UK), the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) (while it is applicable in the UK) and the Privacy and Electronic Communications Regulation 2003 (SI 2003/2426) as amended;

6.1.2            “personal data” and “processing” have the meaning given to them in the Data Protection Legislation.

6.2                You shall not:

6.2.1            use the Services in connection with or for the purpose of transferring or loading onto the Services any personal data;

6.2.2            provide or make accessible personal data to us;

6.2.3            request or require (by your use of the Services) us to carry out any processing of any personal data or of any business critical, confidential or commercially sensitive data.

6.3                You shall indemnify us against all liabilities, costs, expenses, damages and losses (including all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered, incurred or paid by us arising out of or in connection with your breach of clause 6.2 and/or your breach of Data Protection Legislation.

6.4                You shall own all right, title and interest in and to all of the data inputted by you or your Users or by us on your behalf for the purpose of using the Services of facilitating your use of the Services (“Customer Data”) that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

6.5                You acknowledge that access to the Services is given for the Permitted Purpose only and you agree not to load onto or use the Services in connection with any data other than test data and not to use or rely upon the Services for any other purpose.  We shall have no liability for any damage, loss, alteration or destruction of any data, whether caused by you, us or any third party.

6.6                Without prejudice to the generality of clause 6.5, we shall delete all Customer Data on termination of the EULA.

6.7                We may, at any time on not less than 30 days' notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.


 

7. CONFIDENTIALITY

7.1                In this clause 7“Confidential Information” shall mean any and all information of whatever nature disclosed directly or indirectly (whether before or after the date of this EULA and whether in writing, verbally or by any other means) by us (“Disclosing Party”) to you (“Receiving Party”) which is designated in writing to be confidential or proprietary, or which would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

7.2                The Receiving Party may be given access to Confidential Information from the Disclosing Party in order to perform its obligations under this EULA.  The Disclosing Party’s Confidential Information shall not be deemed to include information that:

7.2.1            is or becomes publicly known other than through any act or omission of the Receiving Party;

7.2.2            was in the Receiving Party’s lawful possession before the disclosure;

7.2.3            is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or

7.2.4            is independently developed by the Receiving Party, which independent development can be shown by written evidence.

7.3                Subject to clause 7.5, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence and not make the Disclosing Party’s Confidential Information available to any third party, or use the Disclosing Party’s Confidential Information for any purpose other than the implementation of this EULA.

7.4                The Receiving Party shall take all reasonable steps to ensure that the Disclosing Party’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this EULA.

7.5                A Receiving Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 7.5, it takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure.

7.6                Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

7.7                You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.

7.8                We acknowledge that the Customer Data is your Confidential Information.

7.9                The above provisions of this clause 7 shall survive termination of this EULA, however arising.

 

8. LIMITATION OF LIABILITY
 

8.1                You acknowledge that the Services and the Ancillary Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services and the Ancillary Services meet your requirements.

8.2                This clause 8 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:

8.2.1            arising under or in connection with this EULA;

8.2.2            in respect of any use of the Services, the Ancillary Services and Documents or any part of them; and

8.2.3            in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA.

8.3                Except as expressly and specifically provided in this EULA:

8.3.1            you acknowledge that the Services are a tool and that you are responsible for the use of such tool and accordingly you assume sole responsibility for results obtained from the use of the Services, the Ancillary Services and the Documents, and for conclusions drawn from such use. Accordingly, you agree to verify and test the results to ensure that they meet your requirements and that they are accurate based on the Customer Data and the use of the Services;

8.3.2            you acknowledge and agree that transmissions are never completely private or secure. You understand that any instructions, message or information you send when using the Services or any Ancillary Service may be read or intercepted by others;

8.3.3            all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this EULA;

8.3.4            the Services, the Ancillary Services and the Documents are provided on an "as is" and "as available" basis and you acknowledge that the Software is not error, fault or bug free. We shall have no liability to you for any such occurrences.

8.4                Nothing in this EULA excludes our liability:

8.4.1            for death or personal injury caused by our negligence; or

8.4.2            for fraud or fraudulent misrepresentation, or

8.4.3            for any other liability which may not be excluded by law.

8.5                Subject to clause  8.4, you acknowledge that the Services, Ancillary Services and Documents are provided under this EULA on the basis of a free evaluation license only and accordingly we shall have no liability of any kind in any circumstances whatever to you in respect of the Services, Ancillary Services or the Documents.

8.6                Subject always to clause 8.4 but without prejudice to the other terms of this clause  8, we shall have no liability for any damage or loss which is caused by use of the Services, the Ancillary Services and/or the Documents contrary to our instructions (including any Support) or in breach of this EULA, or modification or alteration of the same by any party other than us, our duly authorised contractors or agents. We:

8.6.1            do not warrant that your use of the Services or the Ancillary Services will be uninterrupted or error-free; or that the Services, the Ancillary Services, Documents and/or the information obtained through them will meet your requirements;

8.6.2            do not warrant that any data stored on or processed by the Services or in connection with the Ancillary services will be secure; and

8.6.3            are not responsible for any delays or delivery failures from the operation or non-operation or any other third-party service or software, or from the transfer of data over communications networks and facilities (including the internet) and you acknowledge that the Services, the Ancillary Services and Documents may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.7                This EULA shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this EULA.

8.8                We warrant that we have and will maintain all necessary licenses, consents, and permissions necessary for the performance of our obligations under this EULA.

 

9. TERMINATION

9.1                This EULA shall commence on your agreeing to its terms and shall continue until:

9.1.1            it is terminated in accordance with its terms;

9.1.2            it expires;

9.1.3            it is superseded by an agreement for use of the Services on a paid-for basis, in which case this EULA shall be deemed to have terminated upon commencement of the provision of the Services under such agreement.

9.2                We may terminate or suspend this EULA and/or the Services and/or the Ancillary Services at any time immediately by notice.

9.3                On termination or expiry for any reason:

9.3.1            all rights granted to you under this EULA shall cease;

9.3.2            you must immediately cease all activities authorised by this EULA, including your use of the Services, the Ancillary Services and the Documents;

9.3.3            you must immediately destroy all copies of the Documents then in your possession, custody or control; and

9.3.4            we may disable your access to the Services, the Ancillary Services and the Documents;

9.3.5            we may delete all data, including all Customer Data (as set out in clause 6.6) and Projects, on the Services, unless you have prior to or upon termination or expiry entered into an agreement for use of the Services on a paid-for basis.

 

10. COMMUNICATION BETWEEN US
 

10.1             If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you must send this to us by email at support@matillion.com. All communications and notices must be in the English language.

10.2             If we have to contact you or give you notice in writing, we will be deemed to have done so if we email you it the email address linked to your Snowflake account

 

11. EVENTS OUTSIDE OUR CONTROL
 

11.1             We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that are caused by any act or event beyond our reasonable control, including failure of public or private networks and connectivity (“Event Outside Our Control”).

11.2             If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:

11.2.1         our obligations will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

11.2.2         we will use our reasonable endeavours to find a solution by which our obligations may be performed despite the Event Outside Our Control.

 

12. OTHER IMPORTANT TERMS
 

12.1             We may transfer and assign our rights and obligations under this EULA but this will not affect your rights or our obligations under this EULA.

12.2             You may only transfer or assign your rights or obligations under this EULA to another person if we agree in writing.

12.3             If either party fails to insist that the other perform any of your obligations under this EULA, or if either party does not enforce its rights against the other party, or delays in doing so, that will not mean that the party has waived its rights against the other party and will not mean that the other party does not have to comply with those obligations. If a party does waive a default by the other party, that will not mean that that party will automatically waive any later default by the other party.

12.4             Each of the provisions of this EULA operates separately. If any court or competent authority decides that any of them are invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect.

12.5             If any invalid, illegal or unenforceable provision of this EULA would be valid, enforceable and legal if some part of it were deleted, the provisions shall apply with whatever modification is necessary to give effect as far as possible to the commercial intention of the parties.

12.6             Please note that disputes or claims arising in connection with this EULA, its subject matter and its formation (including non-contractual disputes or claims) are governed by English law.

12.7             Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of or in connection with this EULA, its subject matter or formation (including non-contractual disputes or claims) and for such purposes each party irrevocably submits to the jurisdiction of such courts.

12.8             This EULA and any documents referred to in it, constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

12.9             Each of the parties acknowledges and agrees that in entering into this EULA it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this EULA or not) relating to the subject matter of this EULA, other than as expressly set out in this EULA.

12.10          Nothing in this EULA is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.11          This EULA does not confer any rights on any person or party (other than the parties to this EULA and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.