Legal Definition

THIS AGREEMENT IS ISSUED BY SPLIT HERO LIMITED, A LIMITED COMPANY REGISTERED IN ENGLAND (NUMBER: 11742764) WHOSE REGISTERED OFFICE IS AT C/O: DANIEL PERRIN & CO LIMITED, 9 STANLEY PLACE, NEATH, SA10 8BE, UK (referred to hereafter as the "Company" and "we"). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SPLIT HERO LIMITED GOVERNING YOUR USE OF THE SPLIT HERO PLATFORM, INCLUDING ANY APPLICABLE FREE TRIALS, ANY CONTENT, FUNCTIONALITY AND SERVICES OFFERED VIA SPLIT HERO. PLEASE READ THIS AGREEMENT CAREFULLY.

BY SIGNING UP TO THE SPLIT HERO PLATFORM AND COMPLETING YOUR REGISTRATION, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND AGREE TO ABIDE BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCEPT THIS AGREEMENT NOR MAY YOU USE THE SPLIT HERO PLATFORM OR RECEIVE SERVICES HEREUNDER.

SPLIT HERO LIMITED RESERVES THE RIGHT TO UPDATE THESE TERMS AND CONDITIONS FROM TIME TO TIME, AT OUR DISCRETION AND WITHOUT NOTICE. NEVERTHELESS, THIS DOCUMENT IS PUBLIC ON THE SPLIT HERO WEBSITE (https://splithero.com). YOUR CONTINUED USE OF THE SPLIT HERO PLATFORM FOLLOWING THE PUBLICATION OF UPDATED TERMS AND CONDITIONS CONFIRMS YOUR ACCEPTANCE OF AND AGREEMENT TO THE CHANGES.

This Agreement was last updated on May 17, 2019. It is effective between you and the Company as of the date you accepted this Agreement (the “Effective Date”).

1. DEFINITIONS

In addition to the terms defined in the body of the agreement, the following terms have the following meanings:

“Affiliates” means any entity which directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of interests of the subject entity.

“End Users” means individuals fifteen years or older who are authorised to access and use the Split Hero Platform under Your Subscription. End Users may include but are not limited to You and Your employees, consultants, contractors, and agents.

“Split Hero Platform” means the online application provided by the Company and the underlying servers and software used to provide such application (collectively the “System”).

“Split Hero Website” means any website or online presence used to provide information regarding the System.

“Deliverable” means any software, documentation, or other materials expressly required to be delivered to You pursuant to a SOW.

“Fees” means Subscription Fees, Services Fees, and any other amounts due to the Company and payable by You under this Agreement.

“Order Forms” means the ordering documents that are entered into by You and the Company from time to time, in the form provided by the Company. Order Forms are deemed incorporated herein.

“Residuals” means ideas, concepts, know-how, expertise, methods, methodologies, functional and technical architectures, techniques or skills, writings in which any of the same are fixed (including, without limitation, all reports, computer software systems, routines, data models, technical data, processes, designs, code and documentation and systems, concepts and business information) the Company has developed or is developing in connection with the business of creating and offering the Split Hero Platform. Residuals do not include confidential information or data of or relating to Customer.

“Services” means the professional services provided to you by the Company pursuant to an SOW under this Agreement.

“Service Fees” means the fees set forth in an SOW under this Agreement.

“Statement of Work” or “SOW” means a statement of work to be performed by the Company that references this Agreement and has been executed by the parties hereto. Each Statement of Work shall be deemed incorporated herein.

“Subscription” means the right to access the Split Hero Platform during the Term.

“Subscription Fees” means the fees for a Subscription to each version of the Split Hero Platform which are set forth on the Split Hero Website.

“Your Data” means any personally identifiable data uploaded by You to the Split Hero Platform that would typically be provided in the normal course of using the Split Hero Platform, as well as all information generated by the End Users during the use of the Split Hero Platform. Your Data includes, without limitation, any financial information of any nature or any other personally identifiable information that could be legally considered private or sensitive.

2. PROVISION OF THE PLATFORM

Registration: You must be fifteen years or older to register, and must provide complete and accurate information during the registration process.

Free Trial: The Company may make all or part of the Split Hero Platform available to You and Your End Users on a trial basis free of charge (the “Free Trial”). The Free Trial shall begin when You submit a registration for the same to the Company, and shall terminate on the earlier of (i) the Free Trial expiration date as specified by the Company upon receiving your registration, or (ii) the date You execute an Order Form for a Subscription under this Agreement. NOT WITHSTANDING SECTION 10, ACCESS TO THE SPLIT HERO PLATFORM IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND DURING THE FREE TRIAL. YOUR DATA ENTERED AND ANY SPECIFIC SETTINGS OR PREFERENCES YOU OR YOUR END USERS MAKE DURING THE FREE TRIAL WILL BE PERMANENTLY DELETED.

Subscription: The Company shall make the Split Hero Platform available to You and Your End Users pursuant to this Agreement and all Order Forms during the Term. You agree that your purchase of the Subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by the Company with respect to future functionality or features.

Service Access: Whilst the Company endeavours to ensure that the Split Hero Platform is normally available 24 hours a day, the Company shall not be liable if for any reason the Website or Service is unavailable at any time or for any period. Access to the Split Hero Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company's control.

Support: Support is available via email and live chat. Support will only be provided for bugs or errors in the Split Hero Platform that are reproducible by the Company. You agree to provide the Company with full and accurate details of all bugs and errors in the Split Hero Platform as requested. You acknowledge that the Company provides no warranty that all or any bugs or errors will be corrected.

3. CONDUCT AND USE GUIDELINES

Ownership of Your Data: You retain all right, title and interest in and to all Your Data. The Company shall not access Your Data directly except to respond to service or technical problems, or at Your request. The Company may use Your data as part of amalgamated statistical analyses for marketing purposes, but will never access Your individual data in this way nor include or publish any identifiable data.

Collection of Your Data: You are responsible for all activities that occur in Your account and for Your End User’s compliance with this Agreement. You shall, and shall cause your End Users to, comply with all local, state, federal or foreign law, treaty, regulation or convention applicable to You in connection with the use of the Split Hero Platform, including the EU Data Protection Directive and other laws applicable to You related to privacy, publicity, data protection, electronic communications and anti-spamming laws. You are responsible for the collection, legality, protection and use of Your Data that is stored on the System or used in connection with the Split Hero Platform. The Company will not be responsible for any loss or disclosure of Your Data (or any damages related thereto) resulting from You or Your End Users’ failure to adequately secure their user identification and passwords.

Acceptable Use: You and Your End Users shall use the Split Hero Platform for Your internal business purposes as contemplated by this Agreement and shall not: (i) tamper with the security of the System or tamper with other customer accounts of the Split Hero Platform, (ii) access data on the System not intended for You, (iii) log into a server or account on the System that You are not authorised to access, (iv) attempt to probe, scan or test the vulnerability of any System or to breach the security or authentication measures without proper authorisation; (v) render any part of the System unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Split Hero Platform or make the Split Hero Platform available to a third party other than as contemplated in this Agreement; (vii) use the Split Hero Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation or Free Trial version of the Split Hero Platform without the Company’s prior written consent.

Communications Responsibilities: You shall be responsible for the content of all communications sent through the Split Hero Platform, and shall comply with all applicable laws and regulations in Your use of the Split Hero Platform. You agree that You will not use the Split Hero Platform to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of a third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense under any applicable law or regulation. You further agree that You shall not use the Split Hero Platform for the purpose of providing emergency services.

Use of Pre-Written Content: The Company may make available to you pre-written content and a number of pre-written templates. The content provided is purely for example and guideline purposes. Should you wish you use any pre-written content provided within the Split Hero Platform or on the Split Hero Website, you shall be responsible for the final content sent. The Company accepts no responsibility for any negative consequences or loss of business as a result of using the provided content.

Breach of Guidelines: In the event You or Your End Users materially breach this Section 3, the Company will endeavour to provide You with the opportunity to remove or disable access to the offending material or content, provided, however, that the Company reserves the right to immediately remove, in its sole discretion, any content which is unlawful or offensive without prior notice to You. In addition to any other rights and remedies under the Agreement and in law, the Company reserves the right to immediately suspend access to the Split Hero Platform if such breach, in the Company’s opinion, is an imminent threat to the System, other customer accounts, or constitutes abusive or threatening behaviour.

4. THIRD PARTY PROVIDERS

Acquisition of Non-Split Hero Platform Products and Services: You acknowledge that third party products or services may be made available to You from time to time by the Company or third parties, and that Your decision to acquire any such products or services is solely between You and the applicable third party provider. Unless specifically set forth on an Order Form, the Company does not warrant or support third party products or services.

Third Party Applications and Your Data: You further acknowledge that if You acquire third party applications for use with Your Subscription, the Company may allow the providers of such applications to access Your Data in order to allow such applications to interoperate with the Split Hero Platform. The Company shall not be responsible or liable for any disclosure, modification or deletion of Your Data resulting from any such access by third party application providers.

5. ADDITIONAL DEVELOPMENT

Services: You hereby engage the Company to render the Services set forth on each SOW referencing this Agreement. The Services and each SOW are governed by this Agreement. Changes to the scope of the Services or any SOW may be made only in a writing signed by authorised representatives of both parties.

Acceptance of Deliverables: Promptly upon the Company’s notice that it has implemented or completed a Deliverable, You will test and evaluate each such Deliverable to determine whether each Deliverable conforms to the specifications for such Deliverable, as provided in the applicable SOW (the “Acceptance Test”). You may deliver a notice of rejection to the Company if a Deliverable fails the Acceptance Test, advising the Company as to which aspects of the Deliverable failed, with sufficient detail to allow the Company to reproduce such failure. The Company shall, at no cost to You, promptly remedy such failure and deliver the corrected Deliverable to You. In the event that the Company does not receive a notice rejection from You within two (2) business days (or such other period as may be expressly provided for in the applicable SOW) after delivery of a Deliverable, such Deliverable shall be deemed “Accepted” and the Acceptance Test for such deliverable shall be deemed completed pursuant to any applicable requirements of the relevant SOW or otherwise.

Your Responsibilities: You shall provide suitable equipment, information, and site and system access and facilities as are appropriate and reasonably necessary to enable the Company to perform the Services or which are specified in the applicable SOW. You acknowledge and agree that the Company’s performance is dependent on and subject to such performance by You or third parties of their responsibilities in a timely manner and subject to any assumptions regarding the Services referred to in the applicable SOW. The Company shall be entitled to rely on, and You shall be responsible for, all decisions, instructions and approvals of Your project administrative and other personnel in connection with the Services. You shall procure all consents, licenses, approvals or permissions as may be necessary to enable the Company to perform the Services, with such assistance from the Company as You may reasonably request.

6. CONFIDENTIALITY

Definition of Confidential Information: As used herein, “Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that is designated in writing as confidential as well as Your Data. Confidential Information shall not include information which: (a) is known publicly; (b) is generally known in the industry before disclosure; (c) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; or (d) has been otherwise lawfully known or received by the Receiving Party.

Confidentiality: The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.

Protection: The Receiving Party agrees to keep confidential all Confidential Information disclosed to it by the Disclosing Party, and to protect the confidentiality thereof in the same manner as it protects the confidentiality of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information).

Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7. FEES

Subscription Fees: Subscription Fees are set forth on the Split Hero Website. They are based on Subscriptions purchased and not on actual usage; Subscription Fees are non-refundable. The Company may modify the Subscription Fees on thirty (30) days’ email notice. In the event you upgrade your Subscription, the Subscription Fees applicable to Your new version of the Split Hero Platform will take effect immediately by way of a pro rata payment. If you downgrade, no adjustment will be made until your next billing term. A valid bank account or credit card that You have the right to use is required for any paid Subscription, unless another form of payment was agreed upon in writing between the parties. Unless otherwise agreed by the parties, paid Subscriptions will be billed in advance on a monthly or annual basis for monthly and annual plans respectively, starting on the Effective Date.

Services Fees: You shall pay to the Company all of the fees for Services specified in the SOWs. Except as otherwise provided in the applicable SOW, all fees are quoted in Great British Pounds; payment obligations are non-cancellable; and Services Fees are non-refundable and shall not be subject to setoff or other reduction. Unless otherwise stated in the applicable SOW, Services Fees are due in advance upon execution of the applicable SOW.

Payment Methods

All Subscriptions purchased are to be paid by a recurring payment method such as Stripe. This will be communicated to You by the Company prior to a Subscription being purchased. The payment method and terms for Service Fees will be outlined in the separate agreement.

Overdue Payments: Any payment not received by the due date shall accrue interest at the lower of 1.5% or the maximum rate permitted by law on the outstanding balance per month (except with respect to charges then under reasonable and good faith dispute) from the date such payment is due until the date paid.

Suspension of Platform Access and Service: If Your account is ten (10) days or more overdue (except with respect to charges then under reasonable and good faith dispute), or should your account fall into arrears twice within two consecutive months, in addition to any other rights and remedies (including the termination rights set forth in this Agreement), the Company reserves the right to suspend Your access to the Split Hero Platform and the Company’s performance of Services under any applicable SOWs, without liability to the Company, until Your account is paid in full.

Taxes: You are responsible for all sales, use, value added, withholding or other taxes or duties, payable with respect to Your purchases hereunder, other than the Company’s income taxes.

Expenses: If the Company is required to incur in any additional costs or expenses in providing You Services or support under this Agreement, the Company shall first obtain Your written approval.

8. PROPRIETARY RIGHTS

Proprietary Rights in the Split Hero Platform: The Split Hero Platform and all intellectual property rights therein and all intellectual property rights relating to the provision of support are owned or licensed by the Company. Except for the Subscription granted hereunder, nothing in this Agreement gives You any right, title or interest to the Split Hero Platform or related support.

Split Hero Platform Restrictions: You shall not: (i) modify, translate, or create derivative works based on the Split Hero Platform; (ii) create any link to the Split Hero Platform or frame or mirror any content contained or accessible from the Split Hero Platform, (iii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Split Hero Platform; (iv) or access the Split Hero Platform in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Split Hero Platform.

Work Product: All work product produced as part of the Services and identified as a component of a Deliverable in a SOW, and all intellectual property in and to such work product, other than the Residuals or Split Hero Platform itself, shall be owned by You, are deemed “work made for hire” to the extent applicable, and are hereby assigned, sold and transferred to You.

Residuals: You acknowledge that the Company is in the business of creating and offering the Split Hero Platform. In connection with such business, the Company has developed and continues to develop the Residuals. To the extent Residuals are made available to You or required for the functioning or maintenance of a Deliverable, (i) You shall have a perpetual, irrevocable right to use, copy, modify, and create derivative works of such materials as necessary to support the applicable Deliverable, and (ii) nothing shall restrict the Company’s ongoing right to use any such Residuals.

9. TERM AND TERMINATION

Term of the Agreement: This Agreement commences on the Effective Date and continues until the expiration or termination of your Free Trial or Subscription (as applicable), and each SOW executed hereunder (the “Term”).

Termination by You: You may cancel Your Subscription and terminate this Agreement at any time by providing notice to the Company via the account management functions on the Company’s website. Subscription Fees already paid are non-refundable, and the Subscription will be terminated at the expiry of the then-current Subscription period that you have already paid for. Upon cancelling your account, the Company will allow a 30-day grace period in which you will be able to reactivate your account and restore your data. In the case you wish your data to be completely and permanently removed from the Company's application servers within this period, please send an email to our support team at support@splithero.com

Termination for Cause: This Agreement and/or any applicable SOW may be terminated by either party for cause: (a) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; (b) if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) immediately in the event of a material breach of Section 3 hereof.

Surviving provisions: The following provisions shall survive any termination or expiration of this Agreement: Sections 6 to 13.

10. WARRANTIES AND DISCLAIMERS

Authority: Each party represents and warrants that it has the legal power to enter into this Agreement.

Functionality Warranty: The Company warrants that the Split Hero Platform will operate in substantial conformity with the then-current version of the applicable documentation provided by the Company.

Security Warranty: The Company or its licensors or hosting providers have implemented commercially reasonable efforts to ensure that Your Data will be maintained accurately and safeguarded as well as technical and physical controls to protect Your Data against destruction, loss, alteration, unauthorised disclosure to third parties or unauthorised access by employees or contractors employed by the Company, whether by accident or otherwise.

Services Warranty: The Company warrants that it will perform the Services related to each Deliverable in a competent and workmanlike manner and in accordance with applicable industry standards for similar types of services.

Remedy: The Company shall, as Your sole and exclusive remedy and the Company’s sole and exclusive liability for a breach of the warranties set forth in Section 10 hereunder, (i) use commercially reasonable efforts at its own expense to cause the Split Hero Platform to comply with the warranties in.

Section 10(b) and (c), and reperform any portion of the Services that are not provided in compliance with the warranty in Section 10(d), provided in each case that such noncompliance is promptly brought to the Company’s attention in writing in reasonable detail. No warranty claim may be made more than thirty (30) days after performance or acceptance, as applicable.

Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SPLIT HERO PLATFORM IS PROVIDED “AS-IS,” AND THE COMPANY DISCLAIMS WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY LAW. The Company does not warrant that the functions contained in the Split Hero Platform will meet Your requirements or that the operation of the Split Hero Platform will be uninterrupted or error-free. Further, the Company does not warrant that all errors in the Split Hero Platform can or will be corrected. The Company will not be responsible for any loss of Your Data or inability to perform certain tasks resulting from Your decision to downgrade your Subscription.

11. LIMITATION OF LIABILITY

Limitation of Liability:

NEITHER YOU NOR THE COMPANY, NOR OUR RESPECTIVE SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES AND CHARGES PAID BY YOU FOR YOUR SUBSCRIPTION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

Exclusion of Consequential and Related Damages: YOU AND THE COMPANY AGREE THAT THE CONSIDERATION PAID UNDER THIS AGREEMENT DOES NOT INCLUDE CONSIDERATION FOR THE ASSUMPTION OF THE RISK OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS OR REVENUE.

The limitations of liability under Sections 11(a) and 11(b) shall not apply to any indemnification provided by You or the Company hereunder.

Because some jurisdictions do not allow the limitation of liability in certain instances, portions of the above limitation set forth in this section may not apply to You.

No action against either party arising out of this Agreement may be brought by the other party more than one (1) year after the cause of action has arisen.

12. MUTUAL INDEMNIFICATION

Indemnification by the Company: The Company shall indemnify and hold You harmless against any loss, damage or cost (including reasonable lawyer’s fees) incurred in connection with claims, demands, suits or proceedings (“Claims”) made or brought against You by a third party alleging that the use of the Split Hero Platform, as contemplated hereunder, infringes the intellectual property rights of a third party. Notwithstanding the foregoing if the Company reasonably believes that Your use of any portion of the Split Hero Platform and/or related support is likely to be enjoined by reason of a Claim of infringement, violation or misappropriation of any third party’s intellectual property rights then the Company may, at its expense: (i) procure for You the right to continue using the Split Hero Platform or support; (ii) replace the same with other software, services or other material of equivalent functions and efficiency that is not subject to an action of infringement; or (iii) modify the applicable software, support services or other material so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functional capabilities of the Split Hero Platform and/or support as set out herein. The Company shall have no liability respecting any Claim of infringement or breach as aforesaid to the extent such Claim is based upon the combination, operation or use of the Split Hero Platform or support with other equipment or software not supplied by the Company or in a manner not consistent with the Company’s instructions.

Indemnification by You: You agree to indemnify and hold the Company harmless against any loss, damage or costs (including reasonable attorney’s fees) incurred in connection with Claims made or brought against the Company by a third party arising from or relating to (i) Your breach of Section 3, or (ii) Your use of Your Data or the Split Hero Platform.

Mutual Provisions: Each party’s indemnity obligations are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier shall have sole control of the defence and all related settlement negotiations with respect to the Claim (provided that the indemnifier may not settle or defend any Claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defence of such Claim.

13. GENERAL PROVISIONS

Entire Agreement: This Agreement, inclusive of the Order Forms, SOWs and any amendments or additions thereto, constitutes the entire agreement and sets forth the entire understanding between You and the Company with respect to the subject matter hereof and supersedes all prior agreements and discussions with respect thereto. In the event of an inconsistency between the terms and conditions of this Agreement and the Order Forms or SOWs now or hereafter appended hereto, the terms of the Order Form or SOWs shall govern.

Marketing: Neither party may issue press releases to this Agreement without the other party’s prior written consent. Either party may include the name and logo of the other party in lists of customers or vendor in accordance with the other party’s standard guidelines.

Relationship of You and the Company: You and the Company are independent contractors. This Agreement does not create a joint venture or partnership between You and the Company; neither party is by virtue of this Agreement authorised as an agent, employee or representative of the other party.

Modifications and Waiver: The Company may revise this Agreement from time to time. Any waiver of any right or remedy under this Agreement by the Company must be in writing and signed by the Company. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion shall not be construed as a waiver of any right or remedy on any future occasion.

Assignment: This Agreement and any rights or obligations hereunder, shall not be assigned, sublicensed or otherwise transferred by the parties without the prior written consent of the non-assigning party except that either party may assign or transfer this Agreement upon a change of control of a party or by operation of law by providing the non-assigning party with prior written notice thereof provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Governing Law: The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with English Law, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of England, UK, and all courts competent to hear appeals therefrom. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Notices: Any notices under this Agreement shall be in writing and shall be deemed to have been delivered: (i) upon personal delivery; (ii) the fifth business day after mailing; (iii) the third business day after sending by confirmed facsimile; or (iv) the third business day after sending by email. Notices to the Company shall be addressed as follows:

Split Hero Ltd
ATTN: The Directors
C/O: DANIEL PERRIN & CO LIMITED,
9 STANLEY PLACE,
NEATH, SA10 8BE

Severability: If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect.

Force Majeure: Neither party to this Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not limited to, acts of God, fire, labor difficulties, governmental action or terrorism, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.

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