Browse Source

Store clauses in text format.

master
Alex Puiu 4 months ago
parent
commit
269c6462e3
  1. BIN
      England and Wales/Clauses/confidentiality.docx
  2. 3
      England and Wales/Clauses/confidentiality.txt
  3. BIN
      England and Wales/Clauses/definitions.docx
  4. 8
      England and Wales/Clauses/definitions.txt
  5. BIN
      England and Wales/Clauses/delivery.docx
  6. 4
      England and Wales/Clauses/delivery.txt
  7. BIN
      England and Wales/Clauses/indemnification.docx
  8. 4
      England and Wales/Clauses/indemnification.txt
  9. BIN
      England and Wales/Clauses/jurisdiction.docx
  10. 2
      England and Wales/Clauses/jurisdiction.txt
  11. BIN
      England and Wales/Clauses/notices.docx
  12. 13
      England and Wales/Clauses/notices.txt
  13. BIN
      England and Wales/Clauses/payment.docx
  14. 5
      England and Wales/Clauses/payment.txt
  15. BIN
      England and Wales/Clauses/support.docx
  16. 2
      England and Wales/Clauses/support.txt
  17. BIN
      England and Wales/Clauses/term and termination.docx
  18. 7
      England and Wales/Clauses/term and termination.txt
  19. BIN
      England and Wales/Clauses/termination.docx
  20. 9
      England and Wales/Clauses/termination.txt
  21. BIN
      England and Wales/Clauses/warranties.docx
  22. 1
      England and Wales/Clauses/warranties.txt
  23. BIN
      England and Wales/Sub Jurisdictions/UK_England&Wales.docx
  24. 1
      England and Wales/Sub Jurisdictions/UK_England&Wales.txt
  25. BIN
      England and Wales/Sub Jurisdictions/UK_Northern_Ireland.docx
  26. 1
      England and Wales/Sub Jurisdictions/UK_Northern_Ireland.txt
  27. BIN
      England and Wales/Sub Jurisdictions/UK_Scotland.docx
  28. 1
      England and Wales/Sub Jurisdictions/UK_Scotland.txt
  29. BIN
      England and Wales/Sub Jurisdictions/UK_Unported.docx
  30. 1
      England and Wales/Sub Jurisdictions/UK_Unported.txt
  31. BIN
      Ireland/Clauses/confidentiality.docx
  32. 3
      Ireland/Clauses/confidentiality.txt
  33. BIN
      Ireland/Clauses/definitions.docx
  34. 8
      Ireland/Clauses/definitions.txt
  35. BIN
      Ireland/Clauses/delivery.docx
  36. 4
      Ireland/Clauses/delivery.txt
  37. BIN
      Ireland/Clauses/indemnification.docx
  38. 4
      Ireland/Clauses/indemnification.txt
  39. BIN
      Ireland/Clauses/jurisdiction.docx
  40. 2
      Ireland/Clauses/jurisdiction.txt
  41. BIN
      Ireland/Clauses/notices.docx
  42. 13
      Ireland/Clauses/notices.txt
  43. BIN
      Ireland/Clauses/payment.docx
  44. 5
      Ireland/Clauses/payment.txt
  45. BIN
      Ireland/Clauses/support.docx
  46. 2
      Ireland/Clauses/support.txt
  47. BIN
      Ireland/Clauses/term and termination.docx
  48. 7
      Ireland/Clauses/term and termination.txt
  49. BIN
      Ireland/Clauses/termination.docx
  50. 9
      Ireland/Clauses/termination.txt
  51. BIN
      Ireland/Clauses/warranties.docx
  52. 1
      Ireland/Clauses/warranties.txt
  53. BIN
      Scotland/Clauses/confidentiality.docx
  54. 3
      Scotland/Clauses/confidentiality.txt
  55. BIN
      Scotland/Clauses/definitions.docx
  56. 8
      Scotland/Clauses/definitions.txt
  57. BIN
      Scotland/Clauses/delivery.docx
  58. 4
      Scotland/Clauses/delivery.txt
  59. BIN
      Scotland/Clauses/indemnification.docx
  60. 4
      Scotland/Clauses/indemnification.txt
  61. BIN
      Scotland/Clauses/jurisdiction.docx
  62. 2
      Scotland/Clauses/jurisdiction.txt
  63. BIN
      Scotland/Clauses/notices.docx
  64. 13
      Scotland/Clauses/notices.txt
  65. BIN
      Scotland/Clauses/payment.docx
  66. 5
      Scotland/Clauses/payment.txt
  67. BIN
      Scotland/Clauses/support.docx
  68. 2
      Scotland/Clauses/support.txt
  69. BIN
      Scotland/Clauses/term and termination.docx
  70. 7
      Scotland/Clauses/term and termination.txt
  71. BIN
      Scotland/Clauses/termination.docx
  72. 9
      Scotland/Clauses/termination.txt
  73. BIN
      Scotland/Clauses/warranties.docx
  74. 1
      Scotland/Clauses/warranties.txt
  75. BIN
      United States/Clauses/confidentiality.docx
  76. 3
      United States/Clauses/confidentiality.txt
  77. BIN
      United States/Clauses/definitions.docx
  78. 8
      United States/Clauses/definitions.txt
  79. BIN
      United States/Clauses/delivery.docx
  80. 4
      United States/Clauses/delivery.txt
  81. BIN
      United States/Clauses/indemnification.docx
  82. 4
      United States/Clauses/indemnification.txt
  83. BIN
      United States/Clauses/jurisdiction.docx
  84. 2
      United States/Clauses/jurisdiction.txt
  85. BIN
      United States/Clauses/notices.docx
  86. 13
      United States/Clauses/notices.txt
  87. BIN
      United States/Clauses/payment.docx
  88. 5
      United States/Clauses/payment.txt
  89. BIN
      United States/Clauses/support.docx
  90. 2
      United States/Clauses/support.txt
  91. BIN
      United States/Clauses/term and termination.docx
  92. 7
      United States/Clauses/term and termination.txt
  93. BIN
      United States/Clauses/termination.docx
  94. 9
      United States/Clauses/termination.txt
  95. BIN
      United States/Clauses/warranties.docx
  96. 1
      United States/Clauses/warranties.txt
  97. BIN
      United States/Sub Jurisdictions/US_California.docx
  98. 1
      United States/Sub Jurisdictions/US_California.txt
  99. BIN
      United States/Sub Jurisdictions/US_New_York.docx
  100. 1
      United States/Sub Jurisdictions/US_New_York.txt

BIN
England and Wales/Clauses/confidentiality.docx

3
England and Wales/Clauses/confidentiality.txt

@ -0,0 +1,3 @@
• “ Confidential Information ” means all information disclosed by a party (the “ Disclosing Party ”) during the Term to the other party (the “ Receiving Party ”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes, without limitation, data provided by Customer to {P1_Name} in the course of using or receiving the {P1_Pro}. {P1_Name} ’s Confidential Information includes, without limitation, the Services and Data, the value-based pricing of the {P1_Pro} (including the listed price and/or pricing methodology), which shall in no event be shared or otherwise disclosed to any other entity, the terms of this Agreement and any Order (including pricing), business plans, and product designs. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. All Confidential Information is and shall, subject to any right of any other owner, remain the property of the Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied rights ( e.g under patent, copyright, trademark, or trade secret laws). All rights not expressly granted herein are reserved by the Disclosing Party.
• The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information with the same degree of care that the Receiving Party uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use the Disclosing Party’s Confidential Information for any purpose other than the provision, improvement, or use of the {P1_Pro} ; and (c) limit access to the Disclosing Party’s Confidential Information to employees who need that access for purposes consistent with this Agreement and who are bound by confidentiality provisions no less stringent than those set forth herein. The Receiving Party will be liable for compliance with the terms of this Agreement by any employee(s) to whom the Receiving Party discloses any of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to satisfy applicable laws and lawfully issued orders including, but not limited to, legal demands, requirements, subpoenas, decrees, or orders by a competent court of law or governmental or administrative body; provided , however , that in such circumstances the Receiving Party will, to the extent commercially practicable and legally permissible, advise the Disclosing Party in writing prior to such disclosure so that the Disclosing Party has an opportunity to defend, limit, and/or protect against the production or disclosure. Receiving Party will disclose only that portion of the Confidential Information that is required by law or regulation to be disclosed. Receiving Party will exercise all reasonable efforts, at the Disclosing Party’s cost, to obtain a protective order or other reliable assurance that confidential treatment will be accorded any Confidential Information required to be disclosed. Without prejudice to any other rights of the Disclosing Party, in the event of an unauthorized disclosure or use of Confidential Information, the Receiving Party will use all reasonable measures to assist the Disclosing Party in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information. The Receiving Party acknowledges that the Confidential Information is valuable to the Disclosing Party and that any unauthorized disclosure or use may cause irreparable damage to the Disclosing Party. The Receiving Party therefore agrees that money damages alone would be insufficient and that upon any actual or threatened violation or breach of the obligations herein, the Disclosing Party will be entitled, in addition to any other rights or remedies available to it at law or equity, to seek specific performance or injunctive relief without the posting of a bond.

BIN
England and Wales/Clauses/definitions.docx

8
England and Wales/Clauses/definitions.txt

@ -0,0 +1,8 @@
• “Agreement” means each Purchase Order which has been accepted by the Supplier and these terms and conditions together with any additional agreed terms .
“Acceptance” means the acknowledgement of acceptance by {P1_Name} of the Products (or constituent part thereof), that have been delivered to and accepted by {P1_Name} , evidenced either by a written document provided by {P1_Name} to the Supplier and/or as otherwise communicated to the Supplier by {P1_Name} (and “Accepted” shall be construed accordingly).
. “Group Company” means in relation to a company, for the time being and from time to time, any parent undertaking or subsidiary undertaking of it and any subsidiary undertaking of any such parent undertaking with the terms “subsidiary undertaking” and “parent undertaking” having the meanings given in section 1162 of the Companies Act 2006.
. “Fees” means the price, fees and/or charges of the Products.
. “Purchase Order” means the {P1_Name} purchase order offering to purchase the Products set out therein .
. “Products” means the goods, item, product or component, services, software or hardware described on the {P1_Name} Purchase Order to be provided by the Supplier to {P1_Name} pursuant to this Agreement.
. “Supplier” means the party to whom the Purchase Order has been issued.

BIN
England and Wales/Clauses/delivery.docx

4
England and Wales/Clauses/delivery.txt

@ -0,0 +1,4 @@
• The Supplier shall deliver the Products in accordance with the delivery date, quantity, Fees and any other detail agreed in an accepted Purchase Order provided that time of delivery shall not be of the essence .
On receipt, {P1_Name} has the right to reject the Products if they do not match the agreed specifications or description in all material respects . If {P1_Name} does not reject or Accept the Products within a 2 working days of delivery they shall be deemed Accepted.
Risk in the Products shall pass to {P1_Name} on delivery . Title in the Products shall pass to {P1_Name} upon full payment of all applicable Fees.

BIN
England and Wales/Clauses/indemnification.docx

4
England and Wales/Clauses/indemnification.txt

@ -0,0 +1,4 @@
• Each party agrees to defend and indemnify the other party on written demand from and against any and all losses, liabilities, damages and expenses (and costs, including, without limitation, reasonable fees for attorneys, disbursements and administrative or court costs) which arise directly from any such claim, action or proceeding, which claims, actions or proceedings result from: (a) use or distribution of Data other than as expressly permitted in this Agreement or in an Order; (b) the knowing infringement of any third-party patents; (c) the gross negligence or willful misconduct; or (d) breach of Section 1.8 .
The indemnified party will have the right, but not the obligation, to participate in (at its own expense) the defense of any such suit or proceeding. Any indemnity under this Agreement shall only apply to the extent that the indemnified party: (a) notifies the indemnifying party within 30 days, in writing, of first learning about any claim or suit relevant to the indemnity; (b) makes no admissions or settlements without the indemnifying party’s prior written consent; (c) allows the indemnifying party complete control over any negotiations or litigation and/or the defen s e or settlement of such suit or claim; and (d) gives the indemnifying party all information and assistance as it may reasonably require. Notwithstanding the foregoing, {P1_Name} will not be liable for or be obligated to defend any claims arising out of or related to: ( i ) changes, alterations or modifications to the {P1_Pro} that have not been requested by {P1_Name} ; (ii) combination of the {P1_Pro} with other equipment, data, documentation, items or products; (iii) use of the {P1_Pro} by Customer in a manner or for a purpose inconsistent with the terms of this Agreement; (iv) failure to use an upgrade or replacement version of the {P1_Pro} when such upgrade or replacement version is made available by {P1_Name} ; or (v) Customer’s negligent acts or omissions.
In the event of a claim, {P1_Name} may, in addition to the foregoing, at its sole option and expense: ( i ) procure for Customer the right to continue using the {P1_Pro} under the terms of this Agreement; (ii) replace or modify the affected {P1_Pro} so that they are non-infringing and substantially equivalent in function; or (iii) if options ( i ) and (ii) above cannot be accomplished despite {P1_Name}’s reasonable efforts, then {P1_Name} may terminate Customer’s rights and {P1_Name} ’s obligations hereunder with respect to the affected {P1_Pro} and refund to Customer a prorated portion of the fees prepaid for such {P1_Pro} .

BIN
England and Wales/Clauses/jurisdiction.docx

2
England and Wales/Clauses/jurisdiction.txt

@ -0,0 +1,2 @@
This Agreement is governed by English Law and the parties submit to the nonexclusive jurisdiction of the English Courts.

BIN
England and Wales/Clauses/notices.docx

13
England and Wales/Clauses/notices.txt

@ -0,0 +1,13 @@
• Any notice given under this Agreement shall be in writing and shall be delivered or sent by pre-paid recorded airmail or email to the address for service of the party to receive the notice (as defined below), or to such address as subsequently notified to the other parties pursuant to this clause.
• The notice shall be deemed to be given:
? if hand delivered, at the time of delivery;
? if sent by recorded airmail service (ie “International Tracked & Singed”), fourteen (14) days after the notice has arrived at its destination country; and
? if sent by email on receipt of an acknowledgment of receipt from the recipient.
• The address for service set out in clause {REF_NUMBER} :
? For postal and personal service: {P1_Name}, {P1_Reg}
? For email to {P1_Ema}
• The address for service set out in clause {REF_NUMBER} :
? For postal and personal service: Mr {P2_Name} or {P3_Name} (as applicable), {P3_Reg}. The parties agree that {P3_Name} may notify {P1_Name} of an alternative postal and personal address from time to time, including if appropriate a ‘care of’ address, in the event it is envisaged no-one will be available to accept service for a period of time greater than fourteen (14) days.
? For email to: {P3_Ema}.
• The term “notify” shall be interpreted as “to give notice” throughout this Agreement.

BIN
England and Wales/Clauses/payment.docx

5
England and Wales/Clauses/payment.txt

@ -0,0 +1,5 @@
• Each Order sets out the fees payable by Customer for the {P1_Pro} . If Customer elects to add features or functionality to an Order, additional fees may apply and be payable by Customer. Any discounts applied to an Order are specific to such Order.
• Customer agrees to pay the fees in accordance with the terms set out in the applicable Order and within thirty (30) days of the date of invoice (“ Payment Period ”). Customer must notify {P1_Name} of any disputes in writing and provide reasonable detail of the basis for such dispute within the Payment Period, or such invoice will be deemed undisputed and due.
• Unless otherwise agreed by the parties, all payments are due in United States Dollars. If any payment date falls on a non-business day in the United States, payment will be payable on the next business day. Customer will pay all wire, electronic transfer and administrative fees associated with its payment of the fees under this Agreement; such fees may not be deducted from the amount payable to {P1_Name} hereunder. If any undisputed invoice amounts are past due, then {P1_Name} may, without limiting its other rights and remedies, suspend the {P1_Pro} until such amounts are paid in full.  If Customer fails to pay undisputed invoices when they fall due, {P1_Name} may charge Customer, on the outstanding amount: (a) a finance charge of 1.5% per month (18% per year); or (b) the highest amount permissible by law, whichever is less. All costs, expenses and fees incurred by {P1_Name} (or its agents) to collect past due balances will be charged to Customer.
• Customer will pay all applicable taxes under this Agreement unless Customer provides {P1_Name} with a properly completed exemption certificate prior to the applicable payment due date. Customer will not pay taxes based on {P1_Name} ’s net income. All prices are exclusive of all taxes, duties, VAT, withholdings and other government assessments (if payable and subject to provision of a proper tax invoice). Fees are payable in accordance with the time limits set forth in Section 3.2 , notwithstanding any claim or request Customer may have regarding withholding tax or any other regulations, codes or obligations.

BIN
England and Wales/Clauses/support.docx

2
England and Wales/Clauses/support.txt

@ -0,0 +1,2 @@
{P1_Name} shall provide technical support provided Customer is current on payment of Support fees and all other Fees on the Order Form. Such support shall be provided in accordance with the material terms and conditions described in {P1_Name} ’s technical support policy, a copy of which may be found at {P1_Hyp3} (“Support”).

BIN
England and Wales/Clauses/term and termination.docx

7
England and Wales/Clauses/term and termination.txt

@ -0,0 +1,7 @@
• This Agreement will become effective on the Effective Date and shall continue for the Term, unless and until terminated earlier in accordance with the terms herein.
• Customer may not terminate an Order for convenience during its Term. Each Order shall operate for the Term set out in such Order and the parties agree to automatically renew any Order in effect, unless either party provides written notice of non-renewal at least ninety (90) days before the expiration of the applicable current Term. Notwithstanding Section 9.2 , cancellation notifications must be emailed to {P1_Ema} and state the corresponding Order number.
• Either party may terminate this Agreement if the other party commits a material breach of this Agreement and, if the breach is curable, fails to cure such breach within thirty (30) days (unless otherwise stated in this Agreement) of receiving formal written notice of such breach. Any notice shall specify in reasonable detail the facts and circumstances constituting the material breach.
• {P1_Name} may terminate this Agreement immediately in the event that Customer or any of its affiliates begin commercially offering products and/or services that display mobile app download, revenue and/or usage trends (aside from data solely about Customer’s own apps). In the event of such termination, {P1_Name} ’s obligations under the Agreement will be deemed to be fully discharged .
• Upon termination of this Agreement for any reason, {P1_Name} will cease providing the {P1_Pro} to Customer. If termination was due to Customer’s unremedied material breach or pursuant to a breach of Sections 1.4, 5 or 9.1 , Customer must take reasonable steps to delete all Data made available by and/or received from {P1_Name} (and any materials derived from or based on the Data) within five (5) business days after the effective date of termination. Otherwise, Customer may retain and use any Data received prior to termination in accordance with the terms of this Agreement.
• Any provisions that by their nature should survive termination will survive termination, including, but not limited to:   Sections 1.5 (“ {P1_Pro} ”); (“Rights”); (“Confidentiality”); (“Indemnification”); (“Limitation of Liability”); and (“General Provisions”).

BIN
England and Wales/Clauses/termination.docx

9
England and Wales/Clauses/termination.txt

@ -0,0 +1,9 @@
• This Agreement may be terminated forthwith upon notice in writing:
(a) by either party for convenience at any time by at least 3 months’ prior notice to the other party ; or
 
(b) by either party for material breach of these terms and conditions and where capable of remedy, if such breach is not remedied within 30 days of receipt of a written notice requiring the breaching party to remedy the mentioned breach; or
(c) by either party if the other ceases trading or becomes insolvent or has a winding up resolution or order passed or has a liquidator, receiver, trustee, administrator or analogous appointment over all or part of its assets or enters into arrangements with creditors.
 
Termination of one Agreement pursuant to clause 7.2(a) or (b) above shall not affect the continuing of any other Agreement .
In the event that {P1_Name} terminates the Agreement pursuant to clause 7.2(a) above it shall pay to the Supplier all Fees already incurred in respect of Products provided at the effective date of termination and shall reimburse the Supplier for any costs and expenses incurred by the Su p plier prior to the effective date of termination .

BIN
England and Wales/Clauses/warranties.docx

1
England and Wales/Clauses/warranties.txt

@ -0,0 +1 @@
{P1_Name} WARRANTS THAT: (1) IT HAS FULL RIGHTS AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; AND (2) IT WILL PERFORM THE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER. EXCEPT FOR THE FOREGOING, THE {P1_Name} SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, {P1_Name} DISCLAIMS ANY AND ALL OTHER WARRANTIES, (EXPRESS, IMPLIED OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE). {P1_Name} DOES NOT GUARANTEE (I) THE ACCURACY OF ANY DATA OR (II) THE AVAILABILITY OF ANY DATA BASED ON EXTERNAL SOURCES.   

BIN
England and Wales/Sub Jurisdictions/UK_England&Wales.docx

1
England and Wales/Sub Jurisdictions/UK_England&Wales.txt

@ -0,0 +1 @@
UK_England&Wales

BIN
England and Wales/Sub Jurisdictions/UK_Northern_Ireland.docx

1
England and Wales/Sub Jurisdictions/UK_Northern_Ireland.txt

@ -0,0 +1 @@
UK_Northern_Ireland

BIN
England and Wales/Sub Jurisdictions/UK_Scotland.docx

1
England and Wales/Sub Jurisdictions/UK_Scotland.txt

@ -0,0 +1 @@
UK_Scotland

BIN
England and Wales/Sub Jurisdictions/UK_Unported.docx

1
England and Wales/Sub Jurisdictions/UK_Unported.txt

@ -0,0 +1 @@
UK_Unported

BIN
Ireland/Clauses/confidentiality.docx

3
Ireland/Clauses/confidentiality.txt

@ -0,0 +1,3 @@
• “ Confidential Information ” means all information disclosed by a party (the “ Disclosing Party ”) during the Term to the other party (the “ Receiving Party ”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes, without limitation, data provided by Customer to {P1_Name} in the course of using or receiving the {P1_Pro}. {P1_Name} ’s Confidential Information includes, without limitation, the Services and Data, the value-based pricing of the {P1_Pro} (including the listed price and/or pricing methodology), which shall in no event be shared or otherwise disclosed to any other entity, the terms of this Agreement and any Order (including pricing), business plans, and product designs. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. All Confidential Information is and shall, subject to any right of any other owner, remain the property of the Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied rights ( e.g under patent, copyright, trademark, or trade secret laws). All rights not expressly granted herein are reserved by the Disclosing Party.
• The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information with the same degree of care that the Receiving Party uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use the Disclosing Party’s Confidential Information for any purpose other than the provision, improvement, or use of the {P1_Pro} ; and (c) limit access to the Disclosing Party’s Confidential Information to employees who need that access for purposes consistent with this Agreement and who are bound by confidentiality provisions no less stringent than those set forth herein. The Receiving Party will be liable for compliance with the terms of this Agreement by any employee(s) to whom the Receiving Party discloses any of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to satisfy applicable laws and lawfully issued orders including, but not limited to, legal demands, requirements, subpoenas, decrees, or orders by a competent court of law or governmental or administrative body; provided , however , that in such circumstances the Receiving Party will, to the extent commercially practicable and legally permissible, advise the Disclosing Party in writing prior to such disclosure so that the Disclosing Party has an opportunity to defend, limit, and/or protect against the production or disclosure. Receiving Party will disclose only that portion of the Confidential Information that is required by law or regulation to be disclosed. Receiving Party will exercise all reasonable efforts, at the Disclosing Party’s cost, to obtain a protective order or other reliable assurance that confidential treatment will be accorded any Confidential Information required to be disclosed. Without prejudice to any other rights of the Disclosing Party, in the event of an unauthorized disclosure or use of Confidential Information, the Receiving Party will use all reasonable measures to assist the Disclosing Party in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information. The Receiving Party acknowledges that the Confidential Information is valuable to the Disclosing Party and that any unauthorized disclosure or use may cause irreparable damage to the Disclosing Party. The Receiving Party therefore agrees that money damages alone would be insufficient and that upon any actual or threatened violation or breach of the obligations herein, the Disclosing Party will be entitled, in addition to any other rights or remedies available to it at law or equity, to seek specific performance or injunctive relief without the posting of a bond.

BIN
Ireland/Clauses/definitions.docx

8
Ireland/Clauses/definitions.txt

@ -0,0 +1,8 @@
• “Agreement” means each Purchase Order which has been accepted by the Supplier and these terms and conditions together with any additional agreed terms .
“Acceptance” means the acknowledgement of acceptance by {P1_Name} of the Products (or constituent part thereof), that have been delivered to and accepted by {P1_Name} , evidenced either by a written document provided by {P1_Name} to the Supplier and/or as otherwise communicated to the Supplier by {P1_Name} (and “Accepted” shall be construed accordingly).
. “Group Company” means in relation to a company, for the time being and from time to time, any parent undertaking or subsidiary undertaking of it and any subsidiary undertaking of any such parent undertaking with the terms “subsidiary undertaking” and “parent undertaking” having the meanings given in section 1162 of the Companies Act 2006.
. “Fees” means the price, fees and/or charges of the Products.
. “Purchase Order” means the {P1_Name} purchase order offering to purchase the Products set out therein .
. “Products” means the goods, item, product or component, services, software or hardware described on the {P1_Name} Purchase Order to be provided by the Supplier to {P1_Name} pursuant to this Agreement.
. “Supplier” means the party to whom the Purchase Order has been issued.

BIN
Ireland/Clauses/delivery.docx

4
Ireland/Clauses/delivery.txt

@ -0,0 +1,4 @@
• The Supplier shall deliver the Products in accordance with the delivery date, quantity, Fees and any other detail agreed in an accepted Purchase Order provided that time of delivery shall not be of the essence .
On receipt, {P1_Name} has the right to reject the Products if they do not match the agreed specifications or description in all material respects . If {P1_Name} does not reject or Accept the Products within a 2 working days of delivery they shall be deemed Accepted.
Risk in the Products shall pass to {P1_Name} on delivery . Title in the Products shall pass to {P1_Name} upon full payment of all applicable Fees.

BIN
Ireland/Clauses/indemnification.docx

4
Ireland/Clauses/indemnification.txt

@ -0,0 +1,4 @@
• Each party agrees to defend and indemnify the other party on written demand from and against any and all losses, liabilities, damages and expenses (and costs, including, without limitation, reasonable fees for attorneys, disbursements and administrative or court costs) which arise directly from any such claim, action or proceeding, which claims, actions or proceedings result from: (a) use or distribution of Data other than as expressly permitted in this Agreement or in an Order; (b) the knowing infringement of any third-party patents; (c) the gross negligence or willful misconduct; or (d) breach of Section 1.8 .
The indemnified party will have the right, but not the obligation, to participate in (at its own expense) the defense of any such suit or proceeding. Any indemnity under this Agreement shall only apply to the extent that the indemnified party: (a) notifies the indemnifying party within 30 days, in writing, of first learning about any claim or suit relevant to the indemnity; (b) makes no admissions or settlements without the indemnifying party’s prior written consent; (c) allows the indemnifying party complete control over any negotiations or litigation and/or the defen s e or settlement of such suit or claim; and (d) gives the indemnifying party all information and assistance as it may reasonably require. Notwithstanding the foregoing, {P1_Name} will not be liable for or be obligated to defend any claims arising out of or related to: ( i ) changes, alterations or modifications to the {P1_Pro} that have not been requested by {P1_Name} ; (ii) combination of the {P1_Pro} with other equipment, data, documentation, items or products; (iii) use of the {P1_Pro} by Customer in a manner or for a purpose inconsistent with the terms of this Agreement; (iv) failure to use an upgrade or replacement version of the {P1_Pro} when such upgrade or replacement version is made available by {P1_Name} ; or (v) Customer’s negligent acts or omissions.
In the event of a claim, {P1_Name} may, in addition to the foregoing, at its sole option and expense: ( i ) procure for Customer the right to continue using the {P1_Pro} under the terms of this Agreement; (ii) replace or modify the affected {P1_Pro} so that they are non-infringing and substantially equivalent in function; or (iii) if options ( i ) and (ii) above cannot be accomplished despite {P1_Name}’s reasonable efforts, then {P1_Name} may terminate Customer’s rights and {P1_Name} ’s obligations hereunder with respect to the affected {P1_Pro} and refund to Customer a prorated portion of the fees prepaid for such {P1_Pro} .

BIN
Ireland/Clauses/jurisdiction.docx

2
Ireland/Clauses/jurisdiction.txt

@ -0,0 +1,2 @@
This Agreement is governed by Irish Law and the parties submit to the nonexclusive jurisdiction of the Irish Courts.

BIN
Ireland/Clauses/notices.docx

13
Ireland/Clauses/notices.txt

@ -0,0 +1,13 @@
• Any notice given under this Agreement shall be in writing and shall be delivered or sent by pre-paid recorded airmail or email to the address for service of the party to receive the notice (as defined below), or to such address as subsequently notified to the other parties pursuant to this clause.
• The notice shall be deemed to be given:
? if hand delivered, at the time of delivery;
? if sent by recorded airmail service (ie “International Tracked & Singed”), fourteen (14) days after the notice has arrived at its destination country; and
? if sent by email on receipt of an acknowledgment of receipt from the recipient.
• The address for service set out in clause {REF_NUMBER} :
? For postal and personal service: {P1_Name}, {P1_Reg}
? For email to {P1_Ema}
• The address for service set out in clause {REF_NUMBER} :
? For postal and personal service: Mr {P2_Name} or {P3_Name} (as applicable), {P3_Reg}. The parties agree that {P3_Name} may notify {P1_Name} of an alternative postal and personal address from time to time, including if appropriate a ‘care of’ address, in the event it is envisaged no-one will be available to accept service for a period of time greater than fourteen (14) days.
? For email to: {P3_Ema}.
• The term “notify” shall be interpreted as “to give notice” throughout this Agreement.

BIN
Ireland/Clauses/payment.docx

5
Ireland/Clauses/payment.txt

@ -0,0 +1,5 @@
• Each Order sets out the fees payable by Customer for the {P1_Pro} . If Customer elects to add features or functionality to an Order, additional fees may apply and be payable by Customer. Any discounts applied to an Order are specific to such Order.
• Customer agrees to pay the fees in accordance with the terms set out in the applicable Order and within thirty (30) days of the date of invoice (“ Payment Period ”). Customer must notify {P1_Name} of any disputes in writing and provide reasonable detail of the basis for such dispute within the Payment Period, or such invoice will be deemed undisputed and due.
• Unless otherwise agreed by the parties, all payments are due in United States Dollars. If any payment date falls on a non-business day in the United States, payment will be payable on the next business day. Customer will pay all wire, electronic transfer and administrative fees associated with its payment of the fees under this Agreement; such fees may not be deducted from the amount payable to {P1_Name} hereunder. If any undisputed invoice amounts are past due, then {P1_Name} may, without limiting its other rights and remedies, suspend the {P1_Pro} until such amounts are paid in full.  If Customer fails to pay undisputed invoices when they fall due, {P1_Name} may charge Customer, on the outstanding amount: (a) a finance charge of 1.5% per month (18% per year); or (b) the highest amount permissible by law, whichever is less. All costs, expenses and fees incurred by {P1_Name} (or its agents) to collect past due balances will be charged to Customer.
• Customer will pay all applicable taxes under this Agreement unless Customer provides {P1_Name} with a properly completed exemption certificate prior to the applicable payment due date. Customer will not pay taxes based on {P1_Name} ’s net income. All prices are exclusive of all taxes, duties, VAT, withholdings and other government assessments (if payable and subject to provision of a proper tax invoice). Fees are payable in accordance with the time limits set forth in Section 3.2 , notwithstanding any claim or request Customer may have regarding withholding tax or any other regulations, codes or obligations.

BIN
Ireland/Clauses/support.docx

2
Ireland/Clauses/support.txt

@ -0,0 +1,2 @@
{P1_Name} shall provide technical support provided Customer is current on payment of Support fees and all other Fees on the Order Form. Such support shall be provided in accordance with the material terms and conditions described in {P1_Name} ’s technical support policy, a copy of which may be found at {P1_Hyp3} (“Support”).

BIN
Ireland/Clauses/term and termination.docx

7
Ireland/Clauses/term and termination.txt

@ -0,0 +1,7 @@
• This Agreement will become effective on the Effective Date and shall continue for the Term, unless and until terminated earlier in accordance with the terms herein.
• Customer may not terminate an Order for convenience during its Term. Each Order shall operate for the Term set out in such Order and the parties agree to automatically renew any Order in effect, unless either party provides written notice of non-renewal at least ninety (90) days before the expiration of the applicable current Term. Notwithstanding Section 9.2 , cancellation notifications must be emailed to {P1_Ema} and state the corresponding Order number.
• Either party may terminate this Agreement if the other party commits a material breach of this Agreement and, if the breach is curable, fails to cure such breach within thirty (30) days (unless otherwise stated in this Agreement) of receiving formal written notice of such breach. Any notice shall specify in reasonable detail the facts and circumstances constituting the material breach.
• {P1_Name} may terminate this Agreement immediately in the event that Customer or any of its affiliates begin commercially offering products and/or services that display mobile app download, revenue and/or usage trends (aside from data solely about Customer’s own apps). In the event of such termination, {P1_Name} ’s obligations under the Agreement will be deemed to be fully discharged .
• Upon termination of this Agreement for any reason, {P1_Name} will cease providing the {P1_Pro} to Customer. If termination was due to Customer’s unremedied material breach or pursuant to a breach of Sections 1.4, 5 or 9.1 , Customer must take reasonable steps to delete all Data made available by and/or received from {P1_Name} (and any materials derived from or based on the Data) within five (5) business days after the effective date of termination. Otherwise, Customer may retain and use any Data received prior to termination in accordance with the terms of this Agreement.
• Any provisions that by their nature should survive termination will survive termination, including, but not limited to:   Sections 1.5 (“ {P1_Pro} ”); (“Rights”); (“Confidentiality”); (“Indemnification”); (“Limitation of Liability”); and (“General Provisions”).

BIN
Ireland/Clauses/termination.docx

9
Ireland/Clauses/termination.txt

@ -0,0 +1,9 @@
• This Agreement may be terminated forthwith upon notice in writing:
(a) by either party for convenience at any time by at least 3 months’ prior notice to the other party ; or
 
(b) by either party for material breach of these terms and conditions and where capable of remedy, if such breach is not remedied within 30 days of receipt of a written notice requiring the breaching party to remedy the mentioned breach; or
(c) by either party if the other ceases trading or becomes insolvent or has a winding up resolution or order passed or has a liquidator, receiver, trustee, administrator or analogous appointment over all or part of its assets or enters into arrangements with creditors.
 
Termination of one Agreement pursuant to clause 7.2(a) or (b) above shall not affect the continuing of any other Agreement .
In the event that {P1_Name} terminates the Agreement pursuant to clause 7.2(a) above it shall pay to the Supplier all Fees already incurred in respect of Products provided at the effective date of termination and shall reimburse the Supplier for any costs and expenses incurred by the Su p plier prior to the effective date of termination .

BIN
Ireland/Clauses/warranties.docx

1
Ireland/Clauses/warranties.txt

@ -0,0 +1 @@
{P1_Name} WARRANTS THAT: (1) IT HAS FULL RIGHTS AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; AND (2) IT WILL PERFORM THE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER. EXCEPT FOR THE FOREGOING, THE {P1_Name} SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, {P1_Name} DISCLAIMS ANY AND ALL OTHER WARRANTIES, (EXPRESS, IMPLIED OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE). {P1_Name} DOES NOT GUARANTEE (I) THE ACCURACY OF ANY DATA OR (II) THE AVAILABILITY OF ANY DATA BASED ON EXTERNAL SOURCES.   

BIN
Scotland/Clauses/confidentiality.docx

3
Scotland/Clauses/confidentiality.txt

@ -0,0 +1,3 @@
• “ Confidential Information ” means all information disclosed by a party (the “ Disclosing Party ”) during the Term to the other party (the “ Receiving Party ”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes, without limitation, data provided by Customer to {P1_Name} in the course of using or receiving the {P1_Pro}. {P1_Name} ’s Confidential Information includes, without limitation, the Services and Data, the value-based pricing of the {P1_Pro} (including the listed price and/or pricing methodology), which shall in no event be shared or otherwise disclosed to any other entity, the terms of this Agreement and any Order (including pricing), business plans, and product designs. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. All Confidential Information is and shall, subject to any right of any other owner, remain the property of the Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied rights ( e.g under patent, copyright, trademark, or trade secret laws). All rights not expressly granted herein are reserved by the Disclosing Party.
• The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information with the same degree of care that the Receiving Party uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use the Disclosing Party’s Confidential Information for any purpose other than the provision, improvement, or use of the {P1_Pro} ; and (c) limit access to the Disclosing Party’s Confidential Information to employees who need that access for purposes consistent with this Agreement and who are bound by confidentiality provisions no less stringent than those set forth herein. The Receiving Party will be liable for compliance with the terms of this Agreement by any employee(s) to whom the Receiving Party discloses any of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to satisfy applicable laws and lawfully issued orders including, but not limited to, legal demands, requirements, subpoenas, decrees, or orders by a competent court of law or governmental or administrative body; provided , however , that in such circumstances the Receiving Party will, to the extent commercially practicable and legally permissible, advise the Disclosing Party in writing prior to such disclosure so that the Disclosing Party has an opportunity to defend, limit, and/or protect against the production or disclosure. Receiving Party will disclose only that portion of the Confidential Information that is required by law or regulation to be disclosed. Receiving Party will exercise all reasonable efforts, at the Disclosing Party’s cost, to obtain a protective order or other reliable assurance that confidential treatment will be accorded any Confidential Information required to be disclosed. Without prejudice to any other rights of the Disclosing Party, in the event of an unauthorized disclosure or use of Confidential Information, the Receiving Party will use all reasonable measures to assist the Disclosing Party in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information. The Receiving Party acknowledges that the Confidential Information is valuable to the Disclosing Party and that any unauthorized disclosure or use may cause irreparable damage to the Disclosing Party. The Receiving Party therefore agrees that money damages alone would be insufficient and that upon any actual or threatened violation or breach of the obligations herein, the Disclosing Party will be entitled, in addition to any other rights or remedies available to it at law or equity, to seek specific performance or injunctive relief without the posting of a bond.

BIN
Scotland/Clauses/definitions.docx

8
Scotland/Clauses/definitions.txt

@ -0,0 +1,8 @@
• “Agreement” means each Purchase Order which has been accepted by the Supplier and these terms and conditions together with any additional agreed terms .
“Acceptance” means the acknowledgement of acceptance by {P1_Name} of the Products (or constituent part thereof), that have been delivered to and accepted by {P1_Name} , evidenced either by a written document provided by {P1_Name} to the Supplier and/or as otherwise communicated to the Supplier by {P1_Name} (and “Accepted” shall be construed accordingly).
. “Group Company” means in relation to a company, for the time being and from time to time, any parent undertaking or subsidiary undertaking of it and any subsidiary undertaking of any such parent undertaking with the terms “subsidiary undertaking” and “parent undertaking” having the meanings given in section 1162 of the Companies Act 2006.
. “Fees” means the price, fees and/or charges of the Products.
. “Purchase Order” means the {P1_Name} purchase order offering to purchase the Products set out therein .
. “Products” means the goods, item, product or component, services, software or hardware described on the {P1_Name} Purchase Order to be provided by the Supplier to {P1_Name} pursuant to this Agreement.
. “Supplier” means the party to whom the Purchase Order has been issued.

BIN
Scotland/Clauses/delivery.docx

4
Scotland/Clauses/delivery.txt

@ -0,0 +1,4 @@
• The Supplier shall deliver the Products in accordance with the delivery date, quantity, Fees and any other detail agreed in an accepted Purchase Order provided that time of delivery shall not be of the essence .
On receipt, {P1_Name} has the right to reject the Products if they do not match the agreed specifications or description in all material respects . If {P1_Name} does not reject or Accept the Products within a 2 working days of delivery they shall be deemed Accepted.
Risk in the Products shall pass to {P1_Name} on delivery . Title in the Products shall pass to {P1_Name} upon full payment of all applicable Fees.

BIN
Scotland/Clauses/indemnification.docx

4
Scotland/Clauses/indemnification.txt

@ -0,0 +1,4 @@
• Each party agrees to defend and indemnify the other party on written demand from and against any and all losses, liabilities, damages and expenses (and costs, including, without limitation, reasonable fees for attorneys, disbursements and administrative or court costs) which arise directly from any such claim, action or proceeding, which claims, actions or proceedings result from: (a) use or distribution of Data other than as expressly permitted in this Agreement or in an Order; (b) the knowing infringement of any third-party patents; (c) the gross negligence or willful misconduct; or (d) breach of Section 1.8 .
The indemnified party will have the right, but not the obligation, to participate in (at its own expense) the defense of any such suit or proceeding. Any indemnity under this Agreement shall only apply to the extent that the indemnified party: (a) notifies the indemnifying party within 30 days, in writing, of first learning about any claim or suit relevant to the indemnity; (b) makes no admissions or settlements without the indemnifying party’s prior written consent; (c) allows the indemnifying party complete control over any negotiations or litigation and/or the defen s e or settlement of such suit or claim; and (d) gives the indemnifying party all information and assistance as it may reasonably require. Notwithstanding the foregoing, {P1_Name} will not be liable for or be obligated to defend any claims arising out of or related to: ( i ) changes, alterations or modifications to the {P1_Pro} that have not been requested by {P1_Name} ; (ii) combination of the {P1_Pro} with other equipment, data, documentation, items or products; (iii) use of the {P1_Pro} by Customer in a manner or for a purpose inconsistent with the terms of this Agreement; (iv) failure to use an upgrade or replacement version of the {P1_Pro} when such upgrade or replacement version is made available by {P1_Name} ; or (v) Customer’s negligent acts or omissions.
In the event of a claim, {P1_Name} may, in addition to the foregoing, at its sole option and expense: ( i ) procure for Customer the right to continue using the {P1_Pro} under the terms of this Agreement; (ii) replace or modify the affected {P1_Pro} so that they are non-infringing and substantially equivalent in function; or (iii) if options ( i ) and (ii) above cannot be accomplished despite {P1_Name}’s reasonable efforts, then {P1_Name} may terminate Customer’s rights and {P1_Name} ’s obligations hereunder with respect to the affected {P1_Pro} and refund to Customer a prorated portion of the fees prepaid for such {P1_Pro} .

BIN
Scotland/Clauses/jurisdiction.docx

2
Scotland/Clauses/jurisdiction.txt

@ -0,0 +1,2 @@
This Agreement is governed by Scottish Law and the parties submit to the nonexclusive jurisdiction of the Scottish Courts.

BIN
Scotland/Clauses/notices.docx

13
Scotland/Clauses/notices.txt

@ -0,0 +1,13 @@
• Any notice given under this Agreement shall be in writing and shall be delivered or sent by pre-paid recorded airmail or email to the address for service of the party to receive the notice (as defined below), or to such address as subsequently notified to the other parties pursuant to this clause.
• The notice shall be deemed to be given:
? if hand delivered, at the time of delivery;
? if sent by recorded airmail service (ie “International Tracked & Singed”), fourteen (14) days after the notice has arrived at its destination country; and
? if sent by email on receipt of an acknowledgment of receipt from the recipient.
• The address for service set out in clause {REF_NUMBER} :
? For postal and personal service: {P1_Name}, {P1_Reg}
? For email to {P1_Ema}
• The address for service set out in clause {REF_NUMBER} :
? For postal and personal service: Mr {P2_Name} or {P3_Name} (as applicable), {P3_Reg}. The parties agree that {P3_Name} may notify {P1_Name} of an alternative postal and personal address from time to time, including if appropriate a ‘care of’ address, in the event it is envisaged no-one will be available to accept service for a period of time greater than fourteen (14) days.
? For email to: {P3_Ema}.
• The term “notify” shall be interpreted as “to give notice” throughout this Agreement.

BIN
Scotland/Clauses/payment.docx

5
Scotland/Clauses/payment.txt

@ -0,0 +1,5 @@
• Each Order sets out the fees payable by Customer for the {P1_Pro} . If Customer elects to add features or functionality to an Order, additional fees may apply and be payable by Customer. Any discounts applied to an Order are specific to such Order.
• Customer agrees to pay the fees in accordance with the terms set out in the applicable Order and within thirty (30) days of the date of invoice (“ Payment Period ”). Customer must notify {P1_Name} of any disputes in writing and provide reasonable detail of the basis for such dispute within the Payment Period, or such invoice will be deemed undisputed and due.
• Unless otherwise agreed by the parties, all payments are due in United States Dollars. If any payment date falls on a non-business day in the United States, payment will be payable on the next business day. Customer will pay all wire, electronic transfer and administrative fees associated with its payment of the fees under this Agreement; such fees may not be deducted from the amount payable to {P1_Name} hereunder. If any undisputed invoice amounts are past due, then {P1_Name} may, without limiting its other rights and remedies, suspend the {P1_Pro} until such amounts are paid in full.  If Customer fails to pay undisputed invoices when they fall due, {P1_Name} may charge Customer, on the outstanding amount: (a) a finance charge of 1.5% per month (18% per year); or (b) the highest amount permissible by law, whichever is less. All costs, expenses and fees incurred by {P1_Name} (or its agents) to collect past due balances will be charged to Customer.
• Customer will pay all applicable taxes under this Agreement unless Customer provides {P1_Name} with a properly completed exemption certificate prior to the applicable payment due date. Customer will not pay taxes based on {P1_Name} ’s net income. All prices are exclusive of all taxes, duties, VAT, withholdings and other government assessments (if payable and subject to provision of a proper tax invoice). Fees are payable in accordance with the time limits set forth in Section 3.2 , notwithstanding any claim or request Customer may have regarding withholding tax or any other regulations, codes or obligations.

BIN
Scotland/Clauses/support.docx

2
Scotland/Clauses/support.txt

@ -0,0 +1,2 @@
{P1_Name} shall provide technical support provided Customer is current on payment of Support fees and all other Fees on the Order Form. Such support shall be provided in accordance with the material terms and conditions described in {P1_Name} ’s technical support policy, a copy of which may be found at {P1_Hyp3} (“Support”).

BIN
Scotland/Clauses/term and termination.docx

7
Scotland/Clauses/term and termination.txt

@ -0,0 +1,7 @@
• This Agreement will become effective on the Effective Date and shall continue for the Term, unless and until terminated earlier in accordance with the terms herein.
• Customer may not terminate an Order for convenience during its Term. Each Order shall operate for the Term set out in such Order and the parties agree to automatically renew any Order in effect, unless either party provides written notice of non-renewal at least ninety (90) days before the expiration of the applicable current Term. Notwithstanding Section 9.2 , cancellation notifications must be emailed to {P1_Ema} and state the corresponding Order number.
• Either party may terminate this Agreement if the other party commits a material breach of this Agreement and, if the breach is curable, fails to cure such breach within thirty (30) days (unless otherwise stated in this Agreement) of receiving formal written notice of such breach. Any notice shall specify in reasonable detail the facts and circumstances constituting the material breach.
• {P1_Name} may terminate this Agreement immediately in the event that Customer or any of its affiliates begin commercially offering products and/or services that display mobile app download, revenue and/or usage trends (aside from data solely about Customer’s own apps). In the event of such termination, {P1_Name} ’s obligations under the Agreement will be deemed to be fully discharged .
• Upon termination of this Agreement for any reason, {P1_Name} will cease providing the {P1_Pro} to Customer. If termination was due to Customer’s unremedied material breach or pursuant to a breach of Sections 1.4, 5 or 9.1 , Customer must take reasonable steps to delete all Data made available by and/or received from {P1_Name} (and any materials derived from or based on the Data) within five (5) business days after the effective date of termination. Otherwise, Customer may retain and use any Data received prior to termination in accordance with the terms of this Agreement.
• Any provisions that by their nature should survive termination will survive termination, including, but not limited to:   Sections 1.5 (“ {P1_Pro} ”); (“Rights”); (“Confidentiality”); (“Indemnification”); (“Limitation of Liability”); and (“General Provisions”).

BIN
Scotland/Clauses/termination.docx

9
Scotland/Clauses/termination.txt

@ -0,0 +1,9 @@
• This Agreement may be terminated forthwith upon notice in writing:
(a) by either party for convenience at any time by at least 3 months’ prior notice to the other party ; or
 
(b) by either party for material breach of these terms and conditions and where capable of remedy, if such breach is not remedied within 30 days of receipt of a written notice requiring the breaching party to remedy the mentioned breach; or
(c) by either party if the other ceases trading or becomes insolvent or has a winding up resolution or order passed or has a liquidator, receiver, trustee, administrator or analogous appointment over all or part of its assets or enters into arrangements with creditors.
 
Termination of one Agreement pursuant to clause 7.2(a) or (b) above shall not affect the continuing of any other Agreement .
In the event that {P1_Name} terminates the Agreement pursuant to clause 7.2(a) above it shall pay to the Supplier all Fees already incurred in respect of Products provided at the effective date of termination and shall reimburse the Supplier for any costs and expenses incurred by the Su p plier prior to the effective date of termination .

BIN
Scotland/Clauses/warranties.docx

1
Scotland/Clauses/warranties.txt

@ -0,0 +1 @@
{P1_Name} WARRANTS THAT: (1) IT HAS FULL RIGHTS AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; AND (2) IT WILL PERFORM THE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER. EXCEPT FOR THE FOREGOING, THE {P1_Name} SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, {P1_Name} DISCLAIMS ANY AND ALL OTHER WARRANTIES, (EXPRESS, IMPLIED OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE). {P1_Name} DOES NOT GUARANTEE (I) THE ACCURACY OF ANY DATA OR (II) THE AVAILABILITY OF ANY DATA BASED ON EXTERNAL SOURCES.   

BIN
United States/Clauses/confidentiality.docx

3
United States/Clauses/confidentiality.txt

@ -0,0 +1,3 @@
• “ Confidential Information ” means all information disclosed by a party (the “ Disclosing Party ”) during the Term to the other party (the “ Receiving Party ”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes, without limitation, data provided by Customer to {P1_Name} in the course of using or receiving the {P1_Pro}. {P1_Name} ’s Confidential Information includes, without limitation, the Services and Data, the value-based pricing of the {P1_Pro} (including the listed price and/or pricing methodology), which shall in no event be shared or otherwise disclosed to any other entity, the terms of this Agreement and any Order (including pricing), business plans, and product designs. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. All Confidential Information is and shall, subject to any right of any other owner, remain the property of the Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied rights ( e.g under patent, copyright, trademark, or trade secret laws). All rights not expressly granted herein are reserved by the Disclosing Party.
• The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information with the same degree of care that the Receiving Party uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use the Disclosing Party’s Confidential Information for any purpose other than the provision, improvement, or use of the {P1_Pro} ; and (c) limit access to the Disclosing Party’s Confidential Information to employees who need that access for purposes consistent with this Agreement and who are bound by confidentiality provisions no less stringent than those set forth herein. The Receiving Party will be liable for compliance with the terms of this Agreement by any employee(s) to whom the Receiving Party discloses any of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information of the Disclosing Party to satisfy applicable laws and lawfully issued orders including, but not limited to, legal demands, requirements, subpoenas, decrees, or orders by a competent court of law or governmental or administrative body; provided , however , that in such circumstances the Receiving Party will, to the extent commercially practicable and legally permissible, advise the Disclosing Party in writing prior to such disclosure so that the Disclosing Party has an opportunity to defend, limit, and/or protect against the production or disclosure. Receiving Party will disclose only that portion of the Confidential Information that is required by law or regulation to be disclosed. Receiving Party will exercise all reasonable efforts, at the Disclosing Party’s cost, to obtain a protective order or other reliable assurance that confidential treatment will be accorded any Confidential Information required to be disclosed. Without prejudice to any other rights of the Disclosing Party, in the event of an unauthorized disclosure or use of Confidential Information, the Receiving Party will use all reasonable measures to assist the Disclosing Party in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information. The Receiving Party acknowledges that the Confidential Information is valuable to the Disclosing Party and that any unauthorized disclosure or use may cause irreparable damage to the Disclosing Party. The Receiving Party therefore agrees that money damages alone would be insufficient and that upon any actual or threatened violation or breach of the obligations herein, the Disclosing Party will be entitled, in addition to any other rights or remedies available to it at law or equity, to seek specific performance or injunctive relief without the posting of a bond.

BIN
United States/Clauses/definitions.docx

8
United States/Clauses/definitions.txt

@ -0,0 +1,8 @@
• “Agreement” means each Purchase Order which has been accepted by the Supplier and these terms and conditions together with any additional agreed terms .
“Acceptance” means the acknowledgement of acceptance by {P1_Name} of the Products (or constituent part thereof), that have been delivered to and accepted by {P1_Name} , evidenced either by a written document provided by {P1_Name} to the Supplier and/or as otherwise communicated to the Supplier by {P1_Name} (and “Accepted” shall be construed accordingly).
. “Group Company” means in relation to a company, for the time being and from time to time, any parent undertaking or subsidiary undertaking of it and any subsidiary undertaking of any such parent undertaking with the terms “subsidiary undertaking” and “parent undertaking” having the meanings given in section 1162 of the Companies Act 2006.
. “Fees” means the price, fees and/or charges of the Products.
. “Purchase Order” means the {P1_Name} purchase order offering to purchase the Products set out therein .
. “Products” means the goods, item, product or component, services, software or hardware described on the {P1_Name} Purchase Order to be provided by the Supplier to {P1_Name} pursuant to this Agreement.
. “Supplier” means the party to whom the Purchase Order has been issued.

BIN
United States/Clauses/delivery.docx

4
United States/Clauses/delivery.txt

@ -0,0 +1,4 @@
• The Supplier shall deliver the Products in accordance with the delivery date, quantity, Fees and any other detail agreed in an accepted Purchase Order provided that time of delivery shall not be of the essence .
On receipt, {P1_Name} has the right to reject the Products if they do not match the agreed specifications or description in all material respects . If {P1_Name} does not reject or Accept the Products within a 2 working days of delivery they shall be deemed Accepted.
Risk in the Products shall pass to {P1_Name} on delivery . Title in the Products shall pass to {P1_Name} upon full payment of all applicable Fees.

BIN
United States/Clauses/indemnification.docx

4
United States/Clauses/indemnification.txt

@ -0,0 +1,4 @@
• Each party agrees to defend and indemnify the other party on written demand from and against any and all losses, liabilities, damages and expenses (and costs, including, without limitation, reasonable fees for attorneys, disbursements and administrative or court costs) which arise directly from any such claim, action or proceeding, which claims, actions or proceedings result from: (a) use or distribution of Data other than as expressly permitted in this Agreement or in an Order; (b) the knowing infringement of any third-party patents; (c) the gross negligence or willful misconduct; or (d) breach of Section 1.8 .
The indemnified party will have the right, but not the obligation, to participate in (at its own expense) the defense of any such suit or proceeding. Any indemnity under this Agreement shall only apply to the extent that the indemnified party: (a) notifies the indemnifying party within 30 days, in writing, of first learning about any claim or suit relevant to the indemnity; (b) makes no admissions or settlements without the indemnifying party’s prior written consent; (c) allows the indemnifying party complete control over any negotiations or litigation and/or the defen s e or settlement of such suit or claim; and (d) gives the indemnifying party all information and assistance as it may reasonably require. Notwithstanding the foregoing, {P1_Name} will not be liable for or be obligated to defend any claims arising out of or related to: ( i ) changes, alterations or modifications to the {P1_Pro} that have not been requested by {P1_Name} ; (ii) combination of the {P1_Pro} with other equipment, data, documentation, items or products; (iii) use of the {P1_Pro} by Customer in a manner or for a purpose inconsistent with the terms of this Agreement; (iv) failure to use an upgrade or replacement version of the {P1_Pro} when such upgrade or replacement version is made available by {P1_Name} ; or (v) Customer’s negligent acts or omissions.
In the event of a claim, {P1_Name} may, in addition to the foregoing, at its sole option and expense: ( i ) procure for Customer the right to continue using the {P1_Pro} under the terms of this Agreement; (ii) replace or modify the affected {P1_Pro} so that they are non-infringing and substantially equivalent in function; or (iii) if options ( i ) and (ii) above cannot be accomplished despite {P1_Name}’s reasonable efforts, then {P1_Name} may terminate Customer’s rights and {P1_Name} ’s obligations hereunder with respect to the affected {P1_Pro} and refund to Customer a prorated portion of the fees prepaid for such {P1_Pro} .

BIN
United States/Clauses/jurisdiction.docx

2
United States/Clauses/jurisdiction.txt

@ -0,0 +1,2 @@
This Agreement is governed by The United States Law and the parties submit to the nonexclusive jurisdiction of the United States Courts.

BIN
United States/Clauses/notices.docx

13
United States/Clauses/notices.txt

@ -0,0 +1,13 @@
• Any notice given under this Agreement shall be in writing and shall be delivered or sent by pre-paid recorded airmail or email to the address for service of the party to receive the notice (as defined below), or to such address as subsequently notified to the other parties pursuant to this clause.
• The notice shall be deemed to be given:
? if hand delivered, at the time of delivery;
? if sent by recorded airmail service (ie “International Tracked & Singed”), fourteen (14) days after the notice has arrived at its destination country; and
? if sent by email on receipt of an acknowledgment of receipt from the recipient.
• The address for service set out in clause {REF_NUMBER} :
? For postal and personal service: {P1_Name}, {P1_Reg}
? For email to {P1_Ema}
• The address for service set out in clause {REF_NUMBER} :
? For postal and personal service: Mr {P2_Name} or {P3_Name} (as applicable), {P3_Reg}. The parties agree that {P3_Name} may notify {P1_Name} of an alternative postal and personal address from time to time, including if appropriate a ‘care of’ address, in the event it is envisaged no-one will be available to accept service for a period of time greater than fourteen (14) days.
? For email to: {P3_Ema}.
• The term “notify” shall be interpreted as “to give notice” throughout this Agreement.

BIN
United States/Clauses/payment.docx

5
United States/Clauses/payment.txt

@ -0,0 +1,5 @@
• Each Order sets out the fees payable by Customer for the {P1_Pro} . If Customer elects to add features or functionality to an Order, additional fees may apply and be payable by Customer. Any discounts applied to an Order are specific to such Order.
• Customer agrees to pay the fees in accordance with the terms set out in the applicable Order and within thirty (30) days of the date of invoice (“ Payment Period ”). Customer must notify {P1_Name} of any disputes in writing and provide reasonable detail of the basis for such dispute within the Payment Period, or such invoice will be deemed undisputed and due.
• Unless otherwise agreed by the parties, all payments are due in United States Dollars. If any payment date falls on a non-business day in the United States, payment will be payable on the next business day. Customer will pay all wire, electronic transfer and administrative fees associated with its payment of the fees under this Agreement; such fees may not be deducted from the amount payable to {P1_Name} hereunder. If any undisputed invoice amounts are past due, then {P1_Name} may, without limiting its other rights and remedies, suspend the {P1_Pro} until such amounts are paid in full.  If Customer fails to pay undisputed invoices when they fall due, {P1_Name} may charge Customer, on the outstanding amount: (a) a finance charge of 1.5% per month (18% per year); or (b) the highest amount permissible by law, whichever is less. All costs, expenses and fees incurred by {P1_Name} (or its agents) to collect past due balances will be charged to Customer.
• Customer will pay all applicable taxes under this Agreement unless Customer provides {P1_Name} with a properly completed exemption certificate prior to the applicable payment due date. Customer will not pay taxes based on {P1_Name} ’s net income. All prices are exclusive of all taxes, duties, VAT, withholdings and other government assessments (if payable and subject to provision of a proper tax invoice). Fees are payable in accordance with the time limits set forth in Section 3.2 , notwithstanding any claim or request Customer may have regarding withholding tax or any other regulations, codes or obligations.

BIN
United States/Clauses/support.docx

2
United States/Clauses/support.txt

@ -0,0 +1,2 @@
{P1_Name} shall provide technical support provided Customer is current on payment of Support fees and all other Fees on the Order Form. Such support shall be provided in accordance with the material terms and conditions described in {P1_Name} ’s technical support policy, a copy of which may be found at {P1_Hyp3} (“Support”).

BIN
United States/Clauses/term and termination.docx

7
United States/Clauses/term and termination.txt

@ -0,0 +1,7 @@
• This Agreement will become effective on the Effective Date and shall continue for the Term, unless and until terminated earlier in accordance with the terms herein.
• Customer may not terminate an Order for convenience during its Term. Each Order shall operate for the Term set out in such Order and the parties agree to automatically renew any Order in effect, unless either party provides written notice of non-renewal at least ninety (90) days before the expiration of the applicable current Term. Notwithstanding Section 9.2 , cancellation notifications must be emailed to {P1_Ema} and state the corresponding Order number.
• Either party may terminate this Agreement if the other party commits a material breach of this Agreement and, if the breach is curable, fails to cure such breach within thirty (30) days (unless otherwise stated in this Agreement) of receiving formal written notice of such breach. Any notice shall specify in reasonable detail the facts and circumstances constituting the material breach.
• {P1_Name} may terminate this Agreement immediately in the event that Customer or any of its affiliates begin commercially offering products and/or services that display mobile app download, revenue and/or usage trends (aside from data solely about Customer’s own apps). In the event of such termination, {P1_Name} ’s obligations under the Agreement will be deemed to be fully discharged .
• Upon termination of this Agreement for any reason, {P1_Name} will cease providing the {P1_Pro} to Customer. If termination was due to Customer’s unremedied material breach or pursuant to a breach of Sections 1.4, 5 or 9.1 , Customer must take reasonable steps to delete all Data made available by and/or received from {P1_Name} (and any materials derived from or based on the Data) within five (5) business days after the effective date of termination. Otherwise, Customer may retain and use any Data received prior to termination in accordance with the terms of this Agreement.
• Any provisions that by their nature should survive termination will survive termination, including, but not limited to:   Sections 1.5 (“ {P1_Pro} ”); (“Rights”); (“Confidentiality”); (“Indemnification”); (“Limitation of Liability”); and (“General Provisions”).

BIN
United States/Clauses/termination.docx

9
United States/Clauses/termination.txt

@ -0,0 +1,9 @@
• This Agreement may be terminated forthwith upon notice in writing:
(a) by either party for convenience at any time by at least 3 months’ prior notice to the other party ; or
 
(b) by either party for material breach of these terms and conditions and where capable of remedy, if such breach is not remedied within 30 days of receipt of a written notice requiring the breaching party to remedy the mentioned breach; or
(c) by either party if the other ceases trading or becomes insolvent or has a winding up resolution or order passed or has a liquidator, receiver, trustee, administrator or analogous appointment over all or part of its assets or enters into arrangements with creditors.
 
Termination of one Agreement pursuant to clause 7.2(a) or (b) above shall not affect the continuing of any other Agreement .
In the event that {P1_Name} terminates the Agreement pursuant to clause 7.2(a) above it shall pay to the Supplier all Fees already incurred in respect of Products provided at the effective date of termination and shall reimburse the Supplier for any costs and expenses incurred by the Su p plier prior to the effective date of termination .

BIN
United States/Clauses/warranties.docx

1
United States/Clauses/warranties.txt

@ -0,0 +1 @@
{P1_Name} WARRANTS THAT: (1) IT HAS FULL RIGHTS AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; AND (2) IT WILL PERFORM THE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER. EXCEPT FOR THE FOREGOING, THE {P1_Name} SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, {P1_Name} DISCLAIMS ANY AND ALL OTHER WARRANTIES, (EXPRESS, IMPLIED OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE OR COURSE OF PERFORMANCE). {P1_Name} DOES NOT GUARANTEE (I) THE ACCURACY OF ANY DATA OR (II) THE AVAILABILITY OF ANY DATA BASED ON EXTERNAL SOURCES.   

BIN
United States/Sub Jurisdictions/US_California.docx

1
United States/Sub Jurisdictions/US_California.txt

@ -0,0 +1 @@
US_California

BIN
United States/Sub Jurisdictions/US_New_York.docx

1
United States/Sub Jurisdictions/US_New_York.txt

@ -0,0 +1 @@
US_New_York

Some files were not shown because too many files changed in this diff

Loading…
Cancel
Save