Certain Definitions.

“Anonymous Data” means User Data that is anonymised by COMPANY such that the resulting data does not contain any information identifiable or attributable to Customer or any individual;

“Affiliate” means holding company, a group company or parent undertaking of that Party or a subsidiary undertaking of that Party, where “holding company” and “subsidiary” have the meanings ascribed thereto in Section 1159 of the Companies Act 2006 as amended, provided that:

a)           for the purposes of determining if an entity is a subsidiary undertaking:

a.           the existence of any security over any shares in an entity which would otherwise be a subsidiary undertaking shall be ignored; and

b.           an entity shall be deemed to be a subsidiary undertaking of any entity which owns at least 50% of the shares or voting rights in it; and

b)           with regard to the Customer, the term Affiliate expressly includes all other associated affiliates.

;

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"API" means the application programming interface for the Hosted Services defined by COMPANY and made available by COMPANY to the Customer; 

"Confidential Information" means COMPANY Confidential Information and/or Customer Confidential Information, as the context of this Agreement requires;

"Customer Confidential Information" means:

(a) any information disclosed by the Customer to COMPANY during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by COMPANY to be confidential; and

(b) the Customer Data;

"Customer Data" means all data, works and materials uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to COMPANY for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files). This includes Personal Data processed by COMPANY in compliance with the terms of the Data Processing Agreement (DPA) entered into by the parties.

"Data Protection Laws" means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;

“Effective Date” means the date on which the parties have mutually executed an Order Form;

“Fees” means the amounts payable by Customer to COMPANY pursuant to this Agreement (including the applicable Order Form);

“Order Form” means any mutually executed order form incorporating the terms of this Agreement;

“Service” means the services described on the Order Form;

“Subscription Term” means the subscription period identified on the Order Form;

“User Data” means any data, documents, and other information Authorized Users provide, post, upload, publish, transmit or distribute on or through the Service and data generated by the Service based upon the foregoing;

"EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);

2.    Provision of Service and Documentation.
2.1.    License Grant. During the Subscription Term and subject to the Terms (including any user limitations set forth in the Order Form), COMPANY hereby grants to Customer and its Affiliates a limited, non-exclusive, non-transferable licence, without the right to sublicence, to: (a) access and use the Service solely for Customer’s internal use up to the number of concurrent employees or contractors of Customer identified on the Order Form who Customer permits to access and use the Service subject to the terms of this Agreement (“Authorised Users”) and (b) use of the product documentation provided by COMPANY in connection with the Service (the “Documentation”) solely for Customer’s internal use in connection with Customer’s use of the Service.  For the avoidance of doubt, reference to “Customer” in Clauses 2.1, 2.2, 2.3 and 2.4 will include the Customer’s Affiliates.
2.2.    Restrictions. Customer will not use the Service or Documentation for any purpose beyond the scope of the licence granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer will not at any time, directly or indirectly: (a) use or access the Service or Documentation except as permitted hereunder; (b) use the Service or Documentation as a service bureau or otherwise for the benefit of a third party; (c) rent, lease, loan or otherwise in any manner provide or distribute the Service or any copy thereof to any third party; (d) misappropriate any data or information from the Service or Documentation; (e) disrupt the functioning of the Service; (f) otherwise act in a manner that interferes with COMPANY’s operation of the Service or with the use of the Service by others; (g) gain any unauthorised access to the Service or Documentation for any other purpose; (h) modify, decompile, reverse engineer, disassemble, remove, alter, circumvent, or otherwise tamper with the Service, Documentation, or any security technology, software, or rights management information contained within the Service or in any software used to enable the Service; (i) modify or remove any copyright, trademark or other proprietary rights notice on any software or other materials contained within the Service or Documentation; (j) access or use the Service to submit or transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature or to send any commercial solicitation or spam (whether commercial in nature or not); (k) exploit the Service in any unauthorised way whatsoever, including by trespass or burdening server or network capacity or Service infrastructure (including transmitting files containing viruses, corrupted files, spyware, adware, or any other software or programs, or deploying “spiders,” “web-bots,” “screen-scrapers,” or “web crawlers” that may damage or adversely affect server or network capacity or Service infrastructure); or (l) attempt, or encourage or assist any third party to do, any of the foregoing.  
2.3.    Third Party Software. All or some portions of the Service, including open source software, may be provided under separate or additional terms and conditions (“Third Party Software”). Notwithstanding anything to the contrary in this Agreement, any and all such Third Party Software is made available on an “as is” and “as available” basis without warranty or indemnity of any kind. To the extent there is a conflict between the terms and conditions applicable to such Third Party Software and this Agreement, the Third Party Software’s applicable terms and conditions shall control.
2.4.    Reservation of Rights. COMPANY reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Service or Documentation.
2.5.    Support Services. COMPANY shall provide the Support Services to the Customer during the Term in accordance with IT-09 Fennex SLA.
2.6.    Customer Responsibilities. Customer is responsible for timely payment of the Service and for the provision to COMPANY of information reasonably required by COMPANY in order to provide the Service. To the extent Customer and its employees or representatives use the Service and Documentation resulting from access provided by Customer, Customer is responsible for all acts and omissions of such users, and any act or omission by such user that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer will use reasonable efforts to make all such users aware of this Agreement's provisions as applicable to such user's use of the Service and Documentation and will cause such users to comply with such provisions. For the avoidance of doubt, the above will not apply to, and Customer is not responsible for, the behaviour of Customer’s end-customers or clients who are not employees or representatives of Customer. 

3.    Ownership and Data Rights.
3.1.    Ownership. Nothing in this Agreement gives a party the right to own, obtain, access, use or view any of the data or other information (including personally identifiable information) collected by the other party or contained within the other party's emails, mail, or user/customer databases.  Such data will remain the sole property and confidential information of such party at all times.
3.2.    Customer Data.  The Customer hereby grants to COMPANY a non-exclusive, worldwide licence to: (a) copy, store and transmit the Customer Data to the extent reasonably required for the performance of the obligations under this Agreement, including compliance with Applicable Laws such as the UK GDPR and EU GDPR; (b) process Personal Data strictly in accordance with the terms of the Data Processing Agreement (DPA), ensuring the confidentiality and security of Customer Data as defined therein; (c) edit, translate, and create derivative works of Customer Data solely to provide the features and functionality of the Service as agreed under this Agreement; (d) improve and further develop elements of the Service, in compliance with the DPA and Applicable Laws; and (e) develop new AI-powered software solutions, provided that such development does not contravene the terms of the DPA or compromise the confidentiality of Customer Data. The Customer also grants to COMPANY the right to sub-licence these rights to its hosting, connectivity and telecommunications service providers strictly for this purpose and subject to any express restrictions elsewhere in this Agreement.
3.3.    Customer Licence. Customer hereby grants to COMPANY a fully paid-up, royalty-free, worldwide, nonexclusive right and licence, to use Customer’s data to perform its obligations under this Agreement (including to provide the features and functionality of the Service to Customer), including the right to analyse Customer’s data to improve and create new features (e.g., benchmarks and insights) for the Service. 

4.    Fees; Payment.
4.1.    Fees. The Customer shall pay the Fees set forth in the applicable Order Form in accordance with the payment terms set forth therein. Customer shall pay all amounts due and owing within thirty (30) days after the date of COMPANY’s invoice. Payments shall be made in British Pounds by bank transfer to the payment details notified by COMPANY. Unless otherwise stated in the Order Form, all fees and expenses are due within thirty (30) days of the invoice date. Fees are non-refundable unless otherwise set forth in this Agreement (including without limitation the applicable Order Form) or as required by Applicable Laws. If the Customer fails to pay any amount properly due to COMPANY under this Agreement, COMPANY may: (a) charge the Customer interest on the overdue amount at the rate of eight (8) percentage points per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or (b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

4.2.    Taxes. Customer will be responsible for the payment of any and all local, or foreign taxes, levies, and duties of any nature, including value-added, sales, use, and withholding taxes (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on COMPANY's net income. If COMPANY has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.3, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides COMPANY with a valid tax exemption certificate authorised by the appropriate taxing authority.

5.    Termination.
Either Party may terminate this Agreement by giving to the other Party not less than thirty (30) days' prior written notice of termination expiring at the end of the Initial Term or at the end of any Renewal Term.
5.1.    Termination for Cause. Either party shall have the right to terminate this Agreement immediately upon written notice to the other party: (a) if the other party breaches or fails to perform or observe any material term or condition of this Agreement and such default has not been cured within thirty (30) days after written notice of such default to the other party; (b) if the Service becomes, in its entirety, subject to the circumstances described in Section 9.2(c); or (c) if the other party (i) terminates or suspends its business, (ii) is dissolved , (iii) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (iv) has wound up or liquidated, voluntarily or otherwise. 
5.2.    The rights of termination set out in this Agreement shall not exclude any rights of termination available at law.
5.3.    Effect of Termination. Sections 1, 2.2, 2.3, 2.4, 2.6, 3, 4, 5.3, 6 (for three (3) years after termination or expiration of this Agreement or, with respect to trade secrets, until such trade secrets are no longer protected as such under Applicable Laws), 7, 8, 9.1 (solely with respect to claims arising during the Subscription Term), 9.2, 9.3, 9.4, 9.5, 9.6, 10, 11, and 12 shall survive termination of this Agreement. If Customer terminates this Agreement for cause under Section 5.2, then COMPANY will provide Customer a refund of the Fees paid for the then-current Subscription Term, prorated by a fraction the numerator of which will be the number of days during the Subscription Term during which Customer had access to the Service and the denominator of which will be the total number of days during the Subscription Term. Nothing contained herein shall limit any other remedies that either party may have for the default of the other party under this Agreement nor relieve either party of any of its obligations incurred prior to such termination.

6.    Confidentiality.
6.1.    COMPANY must (a) keep the Customer Confidential Information strictly confidential; (b)    not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement; (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as COMPANY uses to protect COMPANY’s own confidential information of a similar nature, being at least a reasonable degree of care; and (d) not use or allow the use of any of the Customer Confidential Information for any purpose other than the exercise of its rights and obligations under this Agreement.
6.2. The Customer must (a) keep COMPANY Confidential Information strictly confidential; (b)    not disclose COMPANY Confidential Information to any person without COMPANY's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement; (c) use the same degree of care to protect the confidentiality of COMPANY Confidential Information as the Customer uses to protect the Customer's own confidential information of a similar nature, being at least a reasonable degree of care; and (d) not use or allow the use of any of COMPANY Confidential Information for any purpose other than the exercise of its rights under this Agreement.
6.3. No obligations are imposed by this Clause 6 with respect to:
(a) the Confidential Information of a Party that is lawfully known to the other Party before disclosure under this Agreement and is not subject to any other obligation of confidentiality; (b) the Confidential Information of a Party that is or becomes publicly known through no act or default of the other Party; (c)    the Confidential Information of a Party that is obtained by the other Party from a third party in circumstances where the other Party has no reason to believe that there has been a breach of an obligation of confidentiality; or (d) information that is independently developed by a Party without reliance upon or use of any Confidential Information of the other Party.
6.4. If Party is required by any court, judicial, governmental or regulatory body, or otherwise under applicable laws, to disclose any of the other Party’s Confidential Information, it will, to the extent lawful to do so: (a) promptly send a notice to the owning Party to allow that Party or its Affiliate to oppose the requirement, to seek a protective order and/or to take any other action to protect the Confidential Information; and (b) reasonably cooperate, if requested by the owning Party or its Affiliate, in taking any of these actions at the owning Party’s cost and expense; and (c) disclose only that portion of Confidential Information legally required to disclose and will use reasonable endeavors to obtain assurances that confidential treatment is given to the Confidential Information.
6.5. Upon the termination of this Agreement, each Party must immediately cease to use the other Party's Confidential Information.

7.    Privacy and Security.    

The Customer acknowledges and agrees that by using COMPANY’s products and services, COMPANY may collect, use, transfer, and process User Data in accordance with applicable data protection laws, including but not limited to the UK General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation (EU GDPR), and the Data Protection Act 2018. COMPANY represents and warrants that its data collection and processing practices comply with these laws. COMPANY is committed to implementing reasonable and industry-standard measures to ensure the confidentiality, integrity, and security of User Data. Such measures include technical and organisational safeguards to prevent unauthorised access, disclosure, alteration, or destruction of User Data. The Customer understands and agrees that while COMPANY employs these measures, it cannot guarantee absolute protection against unauthorised access or use by third parties. COMPANY further agrees to process User Data in strict compliance with the terms of the Data Processing Agreement (DPA) entered into between the parties, which sets forth the specific obligations and safeguards for the handling of Personal Data.

8.    Representations and Warranties.

8.1.    Performance Warranty; Sole and Exclusive Remedy. COMPANY hereby represents and warrants to Customer that: (a) during the Subscription Term the functionality of the Service will not be materially decreased from the functionality of the Service available as of the Effective Date (the “Performance Warranty”); and (b) COMPANY will use reasonable efforts consistent with industry standards designed to ensure that no viruses, spyware, malware, or similar items (“Malicious Code”) will be coded or introduced into the Service. Customer’s sole and exclusive remedy for COMPANY’s breach of its Performance Warranty will be to terminate this Agreement and receive a refund in accordance with Section 5.3.
8.2.    Customer Representations and Warranties. Customer hereby represents and warrants that: (a) its use of the Service and Documentation will comply with all Applicable Laws; and (b) it has all necessary rights, licences and consents, and has provided all necessary notices required by Applicable Laws to submit, transmit, provide, receive, access and/or use its User Data (to the extent Customer has access to or is the transmitter of User Data) including any Personal Information therein, and any other content it provides, receives, accesses and/or uses through or in connection with the Service or Documentation.
8.3.    Warranty Disclaimer.
8.3.1.    General Disclaimer. Except for the warranties set forth in this agreement: (a) company, on behalf of itself and its licensors expressly disclaims any and all other warranties of any kind or nature, whether express or implied, including the implied warranties of noninfringement, merchantability and fitness for a particular purpose; and (b) the service is provided “as is” and “as available” and company and its licensors make no other warranty as to the service.
8.3.2.    Results of Use of the Service. The parties acknowledge and agree that there are certain risks inherent to their engagement hereunder, and that customer’s use of, and company’s provision of, the service may not result in any specified result. The parties acknowledge and agree that information provided via the service is intended to be informative and should not be construed as advice. Accordingly, company hereby disclaims, and customer hereby expressly relieves company from, any claims, damages, costs, or liabilities that may arise from or relate to any acts or omissions made by customer based in whole or in part based on any information provided via the service.

9.    Indemnities
9.1.    COMPANY Indemnity. COMPANY shall defend or settle, at its own option and expense, any suit, claim, action, or proceeding brought against Customer or its Affiliates by a third-party to the extent based upon a claim that the Service infringes any copyright or trademark or misappropriates any trade secret of such third-party, and will pay such damages or costs as are finally awarded against Customer or its Affiliates by a court (or mediator or arbitrator, if applicable) of competent jurisdiction or are agreed to in a settlement that are attributable to such claim (provided that COMPANY may not enter into any settlement or dispose of any claim in a manner that requires Customer or its Affiliates to admit any liability or that places any material obligation on Customer without its prior written consent, not to be unreasonably withheld, conditioned, or delayed). 
9.2.    COMPANY Options. Should the Service become, or in the opinion of COMPANY be likely to become, the subject of such an infringement claim, COMPANY may, at its option: (a) procure for Customer the right to use the Service at no cost to Customer; (b) replace or modify, in whole or in part, the Service to make it non-infringing; or (c) if neither (a) nor (b) are, in COMPANY’s sole and absolute discretion, commercially practicable, accept return of the Service, or remove the allegedly offending module thereof, and, refund the Fees paid for such Service or module by Customer, less an amount determined by multiplying the Fees paid for such Service or such module during the then-current Subscription Term by a fraction, the numerator of which is the number of months during the then-current Subscription Term during which Customer had use of the Service and the denominator of which is the total number of months during the then-current Subscription Term.
9.3.    Exclusions from COMPANY Indemnity. COMPANY assumes no liability hereunder for: (a) any method or process in which the Service may be used; (b) any compliance with Customer’s specifications; or (c) the combination, operation or use of the Service with non-COMPANY programs or data, and Customer shall defend, indemnify and hold harmless COMPANY and its officers, directors, employees, agents, successors and assigns against any claims, actions, damages, losses, and expenses (including reasonable attorneys’ fees) arising from any third-party action to the extent based upon a claim of any kind based on any of the foregoing factors in (a) through (c) (inclusive) above.
9.4.    Customer Indemnification. Customer shall defend, indemnify, and hold harmless COMPANY and its officers, directors, employees, agents, successors and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from or relating to Customer’s breach of this Agreement or Customer’s gross negligence or willful misconduct.
9.5.    Indemnity Procedures. The party seeking indemnification (the “Indemnified Party”) must provide the party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt written notice of the claim for which indemnification is sought (provided that a failure to provide such notice will not relieve the Indemnifying Party of its obligations hereunder except to the extent material prejudice results from such failure); (b) sole control over the defense and settlement of the claim (provided that the Indemnifying Party may not enter into any settlement or dispose of any claim in a manner that requires the Indemnified Party to admit any liability or that places any material obligation on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed); and (c) all reasonable cooperation, at the Indemnifying Party’s request and expense, in the defense and settlement of the claim.
9.6.    Sole Remedy for Infringement. This section 9 sets forth company’s entire liability and customer’s sole remedy for infringement of intellectual property rights in connection with the service and this agreement.

10.    Limitation of Liability. 
10.1    Cap on Liability. Subject to Clauses 10.3, the Company’s total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with this Agreement shall not exceed the total amount of Fees paid by the Customer to the COMPANY in the twelve (12) month period immediately preceding the date on which the claim arose.  
10.2    Excluded Losses. Subject to Clause 10.3, the COMPANY shall not be liable to the Customer for any: (a) loss of profits, anticipated savings, revenue, or business; (b) loss or corruption of data; (c) loss of or damage to reputation or goodwill; (d) business interruption or loss of use; (e) cost of procurement of substitute goods or services; or (f) indirect, special, incidental, punitive or consequential losses of any kind, in each case, however arising and whether or not foreseeable, even if advised of the possibility of such losses.
10.3     Excluded Claims and Customer’s Liability. The limitation in Clause 10.1 shall not apply to: (a) the Customer’s liability for any breach of the licence restrictions in Clause 2.1 and Claude 2.2 ; (b) the Customer’s failure to pay any Fees due under this Agreement; or (d) the Customer’s infringement of the Company’s intellectual property rights.
10.4     Acknowledgement of Risk. The Customer acknowledges and agrees that: (a) the Services are provided on a subscription basis and are not bespoke or customised;
(b) the COMPANY is not responsible for the accuracy, integrity or legality of any Customer Data input into the Services; and
(c) the exclusions and limitations in this Clause 10 are a fair and reasonable allocation of risk and form an essential part of the basis on which the COMPANY provides the Services.

11.    Compliance with Laws. 
11.1.    This Agreement and any Dispute will be exclusively governed by and construed in accordance with the laws of England and Wales, excluding conflict of law rules and choice of law principles that would deem otherwise.
11.2.    Any dispute, controversy or claim arising out of or in connection with this Agreement or its subject matter or formation, whether in tort, contract, under statute or otherwise, including any question regarding its existence, validity, interpretation, breach or termination, and including any non-contractual dispute or claim (“Dispute”) shall be finally and exclusively resolved by arbitration under the rules of the London Court of International Arbitration (“Rules”), which Rules are deemed to be incorporated by reference into this Agreement, with the seat of arbitration in London, England, and English as the language of the arbitration. The arbitral tribunal (“Tribunal”) shall consist of one (1) arbitrator or, if either Party asserts the amount of the Dispute exceeds US$ 10 million, three (3) arbitrators, to be appointed in accordance with the Rules. Any award rendered by the Tribunal shall be made in writing, final and binding on the Parties and carried out without delay. All aspects of the arbitration shall be confidential. Save to the extent required by law or pursuant to any proceedings to enforce or challenge an award, no aspect of the proceedings, documentation, or any (partial or final) award or order or any other matter connected with the arbitration shall be disclosed to any other person by either Party or its counsel, agents, corporate parents, affiliates or subsidiaries without the prior written consent of the other Party. No Party shall be prevented from seeking conservatory or similar interim relief from any court with competent jurisdiction.

12.    Miscellaneous.
12.1.    Assignment. Neither party shall assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, to any third party without the other party’s prior written consent. Any purported transfer, assignment or delegation without such prior written consent will be null and void and of no force or effect. Notwithstanding the foregoing, each party shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganisation or otherwise. Subject to this Section 12.1, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

12.2.    Delays. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than any payment obligation) due to any Act of God, fire, government shutdown, casualty, pandemic or disease, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this Section 12.2 (each a “Force Majeure Event”), and if such party shall have used its commercially reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.

12.3.    Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

12.4.    Publicity. Customer hereby grants to COMPANY during the Subscription Term and for six (6) months following the expiration or termination of the Subscription Term, a non-exclusive, royalty-free, non-sublicensable licence to use Customer’s Marks in COMPANY’s advertising, literature and websites for the purpose of identifying Customer as a current or former COMPANY client or affiliate. This licence shall include the right to use quotes from Customer’s Authorised Users regarding their satisfaction with COMPANY and/or the Service.

12.5.    Notices. All notices permitted or required under this Agreement shall be in writing and shall be deemed to have been given: (a) when delivered in person (including by overnight courier); (b) three (3) business days after being mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing; or (c) when delivered (receipt return requested) by email. All email notices, and an email copy of any paper notice, to COMPANY must be sent to support@fennex.net.

12.6.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12.7.    Entire Agreement; Modification; Waiver; Severability. This Agreement and any Order Form represents the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by this Agreement, and is not intended to confer upon any third party any rights or remedies hereunder. Customer acknowledges that it has not entered in this Agreement based on any representations other than those contained herein. Except as otherwise provided herein, no modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both parties. No online (click wrap, browse wrap, or other) posted terms, nor any ordering documents, apply. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. If any provision of this Agreement is held invalid or unenforceable under Applicable Laws by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of this Agreement will remain in full force and effect.