These Terms and Conditions (as defined in clause 1.1), together with the Purchase Order (as defined in clause 1.1), form a binding Agreement (as defined in clause 1.1). Please read both documents carefully before confirming the Purchase Order.
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following terms have the following meanings:
1.1.1 "Agreement": the contract between Joymo and the Partner as governed by the Purchase Order and these Terms and Conditions.
1.1.2 “Applicable Laws”: all applicable laws, statutes, regulations, and codes from time to time in force, including the Data Protection Legislation.
1.1.3 Authorised Users: those employees, agents and independent contractors of the Partner who are authorised by the Partner to use the Services and the Documentation.
1.1.4 "Business Day": a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
1.1.5 “Clearance Obligations”: the obligations and responsibilities of the Partner in obtaining and confirming full clearance of the Image Rights and all and any data protection rights and consents.
1.1.6 "Commencement Date": shall have the meaning given to it in clause 2.3.
1.1.7 “Confidential Information”: any information (including in written, oral, visual or electronic form, or on tape or disk) which is not publicly available including any information specifically designated by the disclosing Party as confidential; any information supplied to the disclosing Party by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence. This includes know-how and information about design, development, specifications, manuals, instructions, customer lists, sales, marketing, promotion, distribution, business plans, forecasts, and technical or other expertise.
1.1.8 “Content”: all content derived from Partner Events (including all and any videographic and photographic content captured).
1.1.9 “Customer Support Costs”: all costs related to providing customer support services to End User(s) of the Partner OTT.
1.1.10 "Data and Transaction Costs": all marginal costs related to streaming which may include; data costs, transaction costs to payment provider(s) and currency conversion fees.
1.1.11 “Data Protection Legislation”: the UK GDPR (which merges the Data Protection Act 2018 and the UK’s retained sections of the General Data Protection Regulation ((EU) 2016/679)), as amended or updated from time to time and any successor legislation to the UK GDPR or the Data Protection Act 2018.
1.1.12 "Documentation": the document(s) and other materials made available to the Partner by Joymo from time to time.
1.1.13 “End User(s)”: the ultimate user of, the Joymo Platform.
1.1.14 "Image Rights": (a) all rights to use and exploit the Participant Attributes, in any medium, for promotional or commercial purposes, including the right to record the Participant's accomplishments, the right to copy the Participant's actual and/or simulated likeness, the right to record the Participant's voice, and the right to take and reproduce images of the Participant and their playing performances; (b) all Intellectual Property Rights and other rights now existing or in the future arising in the Participant Attributes, including so-called "personality rights", "image rights", "rights of publicity" and "rights of privacy".
1.1.15 “Initial Term”: [12 months].
1.1.16 “Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and related rights, get-up, moral rights, performance rights, database rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.1.17 “Joymo”: Joymo UK Limited, a company incorporated and registered in England with company number 13255919 whose registered office is at 1 Chapel Street, Warwick, United Kingdom, CV34 4HL;
1.1.18 “Joymo Affiliate(s)”: in relation to Joymo, a person who is, from time to time, a subsidiary or holding company of Joymo, or is a subsidiary of Joymo’s holding company, where the terms "holding company" and "subsidiary" have the meanings as set out in section 1159 of the Companies Act 2006.
1.1.19 “Joymo Data”: all data collected by Joymo with respect to the Joymo Platform including all data: (a) required to be submitted by End Users in order to allow them to open an account and/or access the Joymo Platform; (b) generated by the digital activity of End Users whilst using the Joymo Platform.
1.1.20 “Joymo IP”: all Intellectual Property Rights in the Joymo Trademarks, Joymo Technology and the Joymo Platform.
1.1.21 “Joymo Platform”: the OTT streaming platform developed and licensed to Joymo by Joymo using the Joymo Technology for the publication of the Content to End Users.
1.1.22 “Joymo Platform Terms”: the terms and conditions governing to Partner’s and End Users use of the Joymo Platform.
1.1.23 “Joymo Rights”: shall have the meaning given to it in clause 3.2.
1.1.24 “Joymo Technology”: the proprietary software, developed and owned by Joymo (or Joymo Affiliates, as the case may be), as incorporated into the Joymo Platform.
1.1.25 “Joymo Trademarks”: means the registered and unregistered trade marks owned by, or otherwise licensed to, Joymo;
1.1.26 "Licence Fee": licence fee for provision of the Services and access to the Partner OTT, as specified in the Purchase Order.
1.1.27 “Net Profit”: gross revenues received by Joymo from digital ticketing and subscriptions to the Partner OTT, less VAT and other applicable taxes, Customer Support Costs and Data and Transaction Costs.
1.1.28 "Normal Business Hours": 9.00 am to 4.00 pm local UK time, each Business Day.
1.1.29 "Offer": shall have the meaning given to it in clause 2.2.
1.1.30 "OTT”: an over-the-top streaming media service is a media service offered directly to viewers via the Internet.
1.1.31 “Participant(s)”: the participants in the Partner Events.
1.1.32 “Participant Attributes”: Participant's name, nickname, initials, signature, endorsement, reputation, voice, shirt number (if applicable), video or film portrayal, computer-generated or animated portrayal, photographs, licences, biographical information, graphical representations, images, actual and simulated likeness and all other personal characteristics and attributes of the Participant, in whatever format.
1.1.33 "Party": each of Joymo and the Partner and the term "Parties" shall be construed accordingly.
1.1.34 "Partner Data": the data inputted by the Partner, Authorised Users, or Joymo on the Partner's behalf for the purpose of using the Services or facilitating the Partner's use of the Services.
1.1.35 “Partner Event(s)”: (i) any curricular, co-curricular, or entertainment activity (including any sporting fixture or competition) organised by or on behalf of the Partner at a venue owned, occupied or controlled by the Partner from time to time; and (ii) any other curricular, co-curricular, or entertainment (including any sporting fixture or competition) to which the Partner has rights to capture content and licence such content to third parties.
1.1.36 “Partner IP”: all Intellectual Property Rights in the Partner Marks and Partner Events.
1.1.37 “Partner Marks”: all trade and service marks and brands of Partner and Partner Events.
1.1.38 “Partner OTT”: Partner’s dedicated OTT area within the Joymo Platform.
1.1.39 "Partner Profit": 70% of the Net Profit.
1.1.40 “Partner Rights”: the right to access the Partner OTT and upload Content to the Partner OTT for publication to End Users, to be granted to the Partner pursuant to clause 3.1.
1.1.41 "Purchase Order": the online purchase order specifying the Services to be provided by Joymo and the related Licence Fee.
1.1.42 “Renewal Period”: shall have the meaning given to it in clause 11.1.
1.1.43 Services: the subscription and development services provided by Joymo to the Partner under this Agreement, as more particularly described in the Purchase Order and Documentation.
1.1.44 “Term”: the Initial Term together with any subsequent Renewal Periods.
1.1.45 "Terms and Conditions": these terms and conditions.
1.1.46 "VAT": value added tax (and other applicable sales tax).
1.1.47 "Virus": any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.1.48 "Vulnerability": a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of Partner Data, Partner OTT, Joymo Platform or the Services, and the term "Vulnerabilities" shall be interpreted accordingly.
1.2 Clause headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
1.6 This Agreement shall be binding on, and ensure to the benefit of, the Parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that Party's personal representatives, successors and permitted assigns.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8 A reference to writing or written includes email but excludes fax.
1.9 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2 BASIS OF AGREEMENT
2.1 The Purchase Order shall not constitute an offer and is only valid for the period specified in the Purchase Order.
2.2 Confirmation by the Partner of the terms of the Purchase Order (via online signature or similar) constitutes an offer by the Partner to purchase the specified Services and enter into the Agreement on the basis of these Terms and Conditions (the "Offer").
2.3 The Offer shall only be deemed to be accepted by Joymo on the issuance of the invoice pursuant to clause 7.2, at which point and on which date the Agreement shall come into existence (the "Commencement Date").
2.4 Any descriptive matter or advertising issued by Joymo and any illustrations or descriptions of the Services and Partner OTT contained in Joymo's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Partner OTT described in them. They shall not form part of the Agreement or have any contractual force.
2.5 These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Partner seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3 SERVICES AND GRANT OF RIGHTS
3.1 In consideration of the Licence Fee and grant of the Joymo Rights, Joymo:
3.1.1 shall provide the Services;
3.1.2 hereby grants to the Partner a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services, Documentation and Partner OTT solely for the Partner's internal business operations; and
3.1.3 shall deliver to the Partner the Partner Rights,
from the date that the Licence Fee is paid (in accordance with clause 7), for the remainder of the Term.
3.2 In consideration of the grant of the Partner Rights, Partner hereby grants to Joymo the following non-exclusive rights during the Term:
3.2.1 the licence to broadcast, publish and/or otherwise display the Content, either live or delayed, in whole or in part on the within the Partner OTT;
3.2.2 the licence to the Image Rights for use in conjunction with the rights granted pursuant to clause 3.2.1;
3.2.3 the use of official scoring data relating to the Partner Events (to be supplied by Partner in a standard format) for use on the Joymo Platform;
3.2.4 a royalty-free license to use the Partner Marks for the purposes of incorporating the Partner Marks in the Content and on the Partner OTT, and promoting and advertising the Content,
(collectively, the “Joymo Rights”).
3.3 Joymo shall not grant sub-licences, in whole or in part, of any of the Joymo Rights, or sub-contract any aspects of exploitation of the Joymo Rights, without Partner's prior written consent provided that Joymo may grant sub-licences and/or subcontract to:
3.3.1 End Users to use the Joymo Platform on terms that prohibit those End Users from granting any further sub-licence; and
3.3.2 Joymo Affiliates, provided that Joymo shall remain primarily liable for the actions or omissions of any such sublicensee Joymo Affiliate.
3.4 The Parties agree that the Content shall be provided to End Users on a pay-per-view or subscription basis unless otherwise specified in the applicable Purchase Order.
4 JOINT OBLIGATIONS
4.1 The Parties shall during the Term:
4.1.1 obtain and at all times maintain all necessary licences and consents, and comply with all Applicable Laws in performing their obligations and exercising their rights under this Agreement;
4.1.2 not do anything which, in the reasonable opinion of the other Party, is materially prejudicial to the name or image of the other Party;
4.1.3 act in good faith at all times to the other Party; and
4.1.4 ensure that they shall not appoint any sponsor, broadcaster or commercial partner or otherwise exploit the Partner Rights or Joymo Rights (as the case may be) with any third party whose primary business activity is alcohol, tobacco, gambling, arms manufacturing, pay day loans, or whose business activities involve advocating discrimination and incitement to hatred, the trade in illegal drugs, prostitution, animal testing of cosmetic or household products or their ingredients, the fur trade or pornography.
5 PARTNER OBLIGATIONS
5.1 The Partner shall during the Term, at its sole cost and expense:
5.1.1 satisfy the Clearance Obligations;
5.1.2 provide Joymo with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Joymo in order to provide the Services, including but not limited to Partner Data, security access information and configuration services;
5.1.3 carry out all other Partner responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Partner's provision of such assistance as agreed by the Parties, Joymo may adjust any agreed timetable or delivery schedule as reasonably necessary and Joymo shall not be liable for any failure to deliver any or all of the Services to the extent caused by Partner’s delay;
5.1.4 ensure that the Authorised Users use the Partner OTT, Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
5.1.5 ensure that its network and systems comply with the relevant specifications provided by Joymo from time to time;
5.1.6 be, to the extent permitted by Applicable Laws and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Joymo's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Partner's network connections or telecommunications links or caused by the internet;
5.1.7 have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Partner Data;
5.1.8 comply with the Joymo Platform Terms and in the event of a conflict between a term in the Joymo Platform Terms and a term of this Agreement, the term of this Agreement shall prevail;
5.1.9 pay its own costs of production of the Content;
5.1.10 follow Joymo's technical guidelines from time to time in relation to the production and uploading of the Content; and
5.1.11 obtain, at its own cost, all clearances, consents and provisions (including from any relevant authorities, collecting societies and other relevant third parties) that are required in connection with the exploitation of the Joymo Rights in accordance with this Agreement, and shall pay any applicable fees and royalties to any relevant collection societies in accordance with their rules.
5.2 In relation to the Authorised Users, the Partner undertakes that:
5.2.1 the maximum number of Authorised Users that it authorises to access and use the Partner OTT, Services and the Documentation shall not exceed the number of Authorised User subscriptions specified by Joymo;
5.2.2 it will not allow or suffer any Authorised User subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Partner OTT, Services and/or Documentation; and
5.2.3 each Authorised User shall keep a secure password for their use of the Partner OTT and that each Authorised User shall keep their password confidential.
5.3 The Partner shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Partner OTT or Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property, and Joymo reserves the right, without liability or prejudice to its other rights to the Partner, to disable the Partner's access to any material that breaches the provisions of this clause 5.3.
5.4 The Partner shall not (except as may be allowed by any Applicable Laws which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement):
5.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Joymo Technology, Joymo Platform, Partner OTT, Services and/or Documentation (as applicable) in any form or media or by any means;
5.4.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Joymo Technology, Joymo Platform, Partner OTT or the Services;
5.4.3 access all or any part of the Joymo Technology, Joymo Platform, Partner OTT, Services and Documentation in order to build a product or service which competes with the Joymo Technology, Joymo Platform, Partner OTT, Services and/or the Documentation;
5.4.4 use the Joymo Technology, Joymo Platform, Partner OTT, Services and/or Documentation to provide services to third parties;
5.4.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Joymo Technology, Joymo Platform, Partner OTT, Services and/or Documentation available to any third party except the Authorised Users, or
5.4.6 attempt to obtain, or assist third parties in obtaining, access to the Joymo Technology, Joymo Platform, Partner OTT, Services and/or Documentation, other than as provided in this Agreement; or
5.4.7 introduce, or permit the introduction of, any Virus or Vulnerability into the Joymo Technology, Joymo Platform, Partner OTT, Services or Joymo's network and information systems.
5.5 The Partner shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Partner OTT, Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Joymo.
6 JOYMO OBLIGATIONS
6.1 Joymo shall perform the Services from the date that it receives the Licence Fee substantially in accordance with the Documentation and with reasonable skill and care.
6.2 Joymo's obligations at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Joymo's instructions, or modification or alteration of the Services by any party other than Joymo or Joymo's duly authorised contractors or agents. If the Services do not conform with the terms of clause 6.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Partner's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
6.3 Joymo:
6.3.1 does not warrant that: (a) the Partner's use of the Services will be uninterrupted or error-free; (b) that the Services, Documentation and/or the information obtained by the Partner through the Services will meet the Partner's requirements; or (c) the Joymo Technology, Joymo Platform, Partner OTT or the Services will be free from Vulnerabilities or Viruses;
6.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Partner acknowledges that the Joymo Technology, Joymo Platform, Partner OTT Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4 This Agreement shall not prevent Joymo from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
6.5 Joymo warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
6.6 Joymo shall follow its standard archiving procedures for Partner Data. In the event of any loss or damage to Partner Data, the Partner's sole and exclusive remedy against Joymo shall be for Joymo to use reasonable commercial endeavours to restore the lost or damaged Partner Data from the latest back-up of such Partner Data maintained by Joymo in accordance with such archiving procedure. Joymo shall not be responsible for any loss, destruction, alteration or disclosure of Partner Data caused by any third party (except those third parties sub-contracted by Joymo to perform services related to Partner Data maintenance and back-up).
6.7 Joymo shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
6.7.1 planned maintenance carried out during windows of [10.00 pm to 2.00 am UK time]; and
6.7.2 unscheduled maintenance performed outside Normal Business Hours, provided that Joymo has used reasonable endeavours to give the Partner at least [[6] Normal Business Hours'] notice in advance.
6.8 Joymo will, as part of the Services, provide the Partner with Joymo's standard customer support services during Normal Business Hours.
6.9 Joymo shall require all End Users, before Joymo delivers any Content to them, to agree to terms and conditions of use of the Content that:
6.9.1 require them to comply with all Applicable Laws in accessing the Content;
6.9.2 state that the Content is being supplied is only for the End User's personal use; and
6.9.3 prohibit reproduction or distribution of the Content that violates Applicable Laws.
7 LICENCE FEE, PARTNER PROFIT, ADVERTISING REVENUE AND PAYMENT
7.1 In consideration of the grant of the Partner Rights and provision of the Services, the Partner shall pay the Licence Fee.
7.2 Joymo shall invoice the Partner for the Licence Fee in advance to indicate acceptance of the Offer and entry into the Agreement.
7.3 The Partner shall pay each invoice submitted by Joymo within 10 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by Joymo.
7.4 The Partner shall be entitled to:
7.4.1 the Partner Profit, which shall be payable by Joymo to the Partner in cleared funds to a bank account nominated in writing by the Partner quarterly in arrears; and
7.4.2 with respect solely to Content published on the Partner OTT, retain all advertising and sponsorship revenues derived from the Partner OTT.
7.5 All amounts payable by the Partner under the Agreement are exclusive of amounts in respect of VAT chargeable from time to time. Where any taxable supply for VAT purposes is made under the Agreement by Joymo to the Partner, the Partner shall, on receipt of a valid VAT invoice from Joymo, pay to Joymo such additional amounts in respect of VAT as are chargeable at the same time as payment is due for the supply of the Services.
7.6 All amounts due from the Partner under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) and time for payment shall be of the essence of the Agreement.
7.7 Joymo reserves the right to charge the Partner for the late payment of any outstanding invoices under the Late Payment of Commercial Debts (Interest) Act 1998, or any subsequent legislation.
7.8 Joymo may at any time, without notice to the Partner, set off any liability of Supplier to Joymo against any liability of the Joymo to the Partner, whether either liability is present or future, liquidated or unliquidated, and whether or not liability arises under this Agreement. Any exercise by Joymo of its rights under this clause 7.7 shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 The Partner acknowledges and agrees that Joymo, the Joymo Affiliates and/or their licensors own all Intellectual Property Rights and commercial rights in the Joymo Data, Joymo IP, Joymo Technology, Joymo Platform, Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Partner any rights to, under or in, any Intellectual Property Rights or any other rights or licences in respect of the Joymo Data, Joymo IP, Joymo Technology, Joymo Platform, Partner OTT, Services and/or the Services or the Documentation.
8.2 Joymo accepts and acknowledges that:
8.2.1 Partner retains ownership of all Intellectual Property Rights in the Partner Data, Content and Partner IP; and
8.2.2 where applicable, each Participant retains ownership of all Intellectual Property Rights in the Image Rights.
8.3 Partner shall waive or procure the waiver of the moral rights in the Content and Image Rights (e.g. by inclusion of a waiver clause in terms signed by a Content creator).
8.4 Partner shall keep Joymo indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Joymo as a result of or in connection with any claim made against Joymo by a third party for actual or alleged infringement of third party's (including any Participant’s) Intellectual Property Rights arising out of, or in connection with, the receipt, use or exploitation of the Image Rights and/or Content by Joymo in accordance with this Agreement. This clause 8.4 will survive termination of the Agreement.
9 WARRANTIES
9.1 Each Party warrants to the other that it has full power and authority to enter into and perform its obligations under this Agreement.
9.2 Partner warrants at the Commencement Date and throughout the Term that Joymo’s use of the Content and exploitation of the Joymo Rights:
9.2.1 will not infringe any third party's Intellectual Property Rights;
9.2.2 is not defamatory, libellous, obscene, or otherwise unlawful; and
9.2.3 does not violate any Applicable Laws.
9.3 Joymo warrants that at the Commencement Date and throughout the Term the Partner’s use of the Joymo IP, Joymo Platform and exploitation of the Partner Rights:
9.3.1 will not infringe any third party's Intellectual Property Rights;
9.3.2 is not defamatory, libellous, obscene, or otherwise unlawful; and
9.3.3 does not violate any Applicable Laws.
10 CONFIDENTIALITY
10.1 Each Party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the terms of this Agreement or the business, affairs, customers, clients or Partners of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by clause 10.2.
10.2 Each Party may disclose the other Party's Confidential Information:
10.2.1 to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other Party's Confidential Information comply with this clause 10; and
10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No Party shall use any other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
10.4 As soon as reasonably practicable following the Commencement Date, the Parties shall agree and release a joint media statement with respect to the Parties’ partnership as detailed in this Agreement.
11 TERM AND TERMINATION
11.1 This Agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Commencement Date and shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a "Renewal Period"), unless:
11.1.1 either Party notifies the other Party of termination, in writing, at least 90 days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
11.1.2 otherwise terminated in accordance with the provisions of this Agreement.
11.2 Either Party has the right to terminate this Agreement on written notice to the other Party at any time if the other Party:
11.2.1 commits a material breach of this Agreement which is incapable of remedy or which it fails to remedy within 14 days of written notice from the other Party; and/or
11.2.2 becomes insolvent, has appointed a receiver, administrative receiver, or administrator of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, or is the subject of a resolution passed for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction).
11.3 On expiry or termination of this Agreement for any reason:
11.3.1 the accrued rights, remedies, obligations and liabilities of the Parties as at termination will not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and
11.3.2 clauses which expressly or by implication have effect after termination will continue in full force and effect.
12 LIMITATION OF LIABILITY
12.1 Except as expressly and specifically provided in this Agreement:
12.1.1 the Partner assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Partner, and for conclusions drawn from such use. Joymo shall have no liability for any damage caused by errors or omissions in any Partner Data, information, instructions or scripts provided to Joymo by the Partner in connection with the Services, or any actions taken by Joymo at the Partner's direction;
12.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
12.1.3 the Partner OTT, Services and the Documentation are provided to the Partner on an "as is" basis.
12.2 Subject to clause 12.4, under no circumstances shall Joymo be liable to the Partner for any of the following, whether in contract, tort (including negligence) or otherwise: (a) any indirect or consequential losses; (b) loss of revenue or anticipated revenue; (c) loss of savings or anticipated savings; (d) loss of business opportunity; (e) loss of profits or anticipated profits; or (f) loss of wasted expenditure.
12.3 Subject to clause 12.4, Joymo’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, out of or in connection with the performance of Joymo’s obligations under this Agreement, in respect of any one or more incidents or occurrences during the Term, shall be limited to the Licence Fee.
12.4 Neither Party excludes or limits its liability to the other Party for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation, or in respect of any other liability to the extent that it cannot be excluded or limited as a matter of law.
13 GENERAL
13.1 Any notice authorised by this Agreement must be in writing, and sent by e-mail to the Chief Executive or Managing Director of the other Party. Any notice sent by post under this clause 13.2 will be deemed given on the third day after it was posted. Proof that the notice or other information was properly addressed, sent first class, recorded or registered delivery will be sufficient evidence that such notice has been duly given. Any notice sent by e-mail will be deemed given on the date of transmission.
13.2 Partner may not novate, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of Joymo.
13.3 Any waiver by either Party of a breach of any provision of this Agreement will not be considered as a waiver of any subsequent breach of the same or any other provision, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.4 No oral variation of the terms of this Agreement will be binding. A variation will be binding only if made in writing and signed by a duly authorised officer of Partner and Joymo.
13.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 13.6 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.6 No person who is not Party to this Agreement will have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause 13.7 does not affect any right or remedy that exists or is available other than pursuant to said Act.
13.7 Nothing in this Agreement will be deemed to create or imply the existence of partnership or joint venture between the Parties. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
13.8 This Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
13.9 In the event of a conflict between a term in the Purchase Order and a term in these Terms and Conditions, the term of the Order Form shall prevail.
13.10 The Parties agree that this Agreement and any other document related to this Agreement may be executed by qualified electronic signature and that this method of signature shall have same force and effect, and be considered for all purposes, as if signed by each Party’s manuscript signature.
13.11 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).