Skip to main content

DataOps Terms and Conditions

PLEASE READ CAREFULLY BEFORE USING THE DATAOPS SERVICE

AGREED TERMS

This end-user license agreement ("EULA") is a legal agreement between you or the entity you represent ("You") and DATAOPS SOFTWARE COMPANY LIMITED (Company Number: 12941688), which has its registered office at Pinestows, Sandy Way, Cobham, Surrey, KT11 2EY. ("Licensor," "us," or "we") in respect of:

  1. DATAOPS for SNOWFLAKE software ("Software") provided as subscription services (together with the "Service(s)") hosted by Licensor on Amazon Web Services, Inc. infrastructure ("AWS") for use in conjunction with Snowflake data warehouse service ("Snowflake Service") provided by Snowflake Inc ("Snowflake"); and

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

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

OPERATING REQUIREMENTS

The Services require:

  1. A compatible browser-enabled device which has IP connectivity to the Services.

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

  3. The Services may only be used in conjunction with the Snowflake Service.

IMPORTANT NOTICE

  1. This EULA takes effect when signed by both Licensor and You. The terms of the EULA include, in particular, the limitations on liability in clauses 1.6 and 8.

  2. You are responsible for all activity and use undertaken in connection with your account for the Services, irrespective of whether the activity or use is undertaken by you, your employees, or third-parties authorized by you (including your agents or contractors). You shall be responsible and liable to us for unauthorized access to the Services to the extent the unauthorized access arises as a result of your negligence or breach of this EULA.

1. ACKNOWLEDGEMENTS

  1. The terms of this EULA apply to the Services and to any of the services accessible through or provided in connection with the Services ("Ancillary Services").

  2. This EULA shall apply to any updates or supplements to the Services or the Ancillary Services, unless they come with separate terms, in which case we notify You that such separate terms will apply to the provision of the Services or Ancillary Services, and you shall have the right to terminate this EULA by giving 30 days prior written notice to us should you not agree to such separate terms. Where you do agree, such terms shall be binding upon You.

  3. Should you wish to terminate this EULA in accordance with clause 1.2 above, we shall provide you with a pro-rata refund for any amounts paid by you in advance at the date of termination of this EULA under clause 1.2.

  4. Notwithstanding the above, we may need to vary these terms at any time. In the event that we need to change these terms, we will notify you in advance in writing, and no variation of these terms shall be effective unless it is agreed by the parties in writing. In the event that you do not agree to a variation of these terms, you shall have the right to terminate this EULA by giving us not less than 30 days prior written notice.

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

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

  7. You acknowledge and agree that:

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

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

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

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

    5. your use of the Services is dependent on having a compatible browser and that upgrading your browser may adversely impact on your ability to use or access the Services; and

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

  8. You acknowledge that the Services and/or the Ancillary Services may enable or assist you in accessing and receiving the services of, the website content of, to correspond with, and to purchase products and services from, third parties (including AWS and Snowflake) and that you do so solely at your own risk.

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

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

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

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

  13. Year” means (i) the period from the Effective Date until the day immediately preceding the first anniversary of the Effective Date and (ii) each period of 12 months thereafter starting on the relevant anniversary of the Effective Date and expiring on the day immediately preceding the next anniversary of the Effective Date.

2. GRANT AND SCOPE OF LICENSE

  1. We grant you a non-transferable, non-exclusive, worldwide license to access and use the Services, the Ancillary Services, and the Documents for the period of 12 months following the date both parties have signed this EULA (the “Effective Date”). The initial 12-month period and any renewal agreed between the parties in writing are the “Term.” The AWS Rules are incorporated into this EULA by reference. You shall ensure that Users shall be limited to only you, your affiliates identified in any order form, and your employees, agents, and independent contractors who you permit to use the Services. You acknowledge and agree that you are responsible for all activity and use undertaken by all authorized Users in connection with the Services, the Ancillary Services, and/or the Documents.

  2. During the Term, we shall provide the Services and Ancillary Services and make the Documents available to you on and subject to the terms of this EULA.

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

    1. use the Services only in conjunction with your Snowflake Service subscription ("Permitted Purpose");
    2. access the Ancillary Services for the Permitted Purpose only; and
    3. use the Documents for the Permitted Purpose only.
  4. You acknowledge and agree that the license granted under clause 2.1 is for the Permitted Purpose only and that the Services and your use of them shall be limited and/or restricted, including as to:

    1. functionality;
    2. hosting and data storage;
    3. processing, and you agree to comply with all such limitations and/or restrictions that we notify to you from time to time.

3. LICENSE RESTRICTIONS

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

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

      1. not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documents (as applicable) in any form or media or by any means; and
      2. not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
    2. not to access all or any part of the Services, the Ancillary Services and Documents in order to build a product or service which competes with the Services and/or Ancillary Services and/or the Documents;

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

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

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

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

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

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

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

4. USAGE RESTRICTIONS AND LIMITATIONS

  1. You shall not:

    1. access, store, distribute or transmit during the course of your use of the Services or the Ancillary Services, any thing or device (including any software, code, file, or program) which may: prevent, impair or otherwise adversely affect the operation of the Services or the Ancillary Services; prevent, impair or otherwise adversely affect access to or the operation of the Services or Ancillary Services; or adversely affect the user experience with respect to the Services or Ancillary, including worms, trojan horses, viruses and other similar things or devices; or

    2. access, store, distribute, or transmit during the course of your use of the Services or the Ancillary Services, and material that:

      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or
      6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
    3. knowingly infringes Intellectual Property Rights (as defined in clause 5.4) of any third party in relation to your use of the Services, the Ancillary Services or Documents;

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

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

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

    2. The Services are to be used for the Permitted Purpose; and

    3. we will limit and/or restrict use or operation of the Services, which may increase the infrastructure costs to us of providing the Services, which may include restrictions and limitations in relation to volumes or speeds of sending, receiving, or processing data. We may impose or vary such limitations and restrictions with reasonable advanced written notice to you from time to time.

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

5. INTELLECTUAL PROPERTY RIGHTS

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

  2. You acknowledge that you have no right to:

    1. have access to the Software in source-code form or in any other way other than via the Services;
    2. download the software or a copy of it; or
    3. install the Software on any computer or other device.
  3. In the event of a claim that the Services, the Ancillary Services, or the Documents infringe the Intellectual Property Rights of a third party, you shall, at our request, immediately cease use of the Services, the Ancillary Services, and/or the Documents. We shall refund you any amounts paid by you under this EULA in respect of any period during which you are unable to use the Services or Ancillary Services as a result of compliance with this clause.

  4. In this EULA, “Intellectual Property Rights” shall mean all patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, trade dress, goodwill, and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, website rights, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

6. CUSTOMER DATA

  1. In this clause 6:

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

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

  2. You shall not:

    1. use the Services in connection with or for the purpose of transferring or loading onto the Services any personal data;
    2. provide or make accessible personal data to us unless otherwise agreed by us;
    3. request or require (by your use of the Services) us to carry out any processing of any personal data or of any business-critical, confidential, or commercially sensitive data.
  3. You warrant to us that you will fully comply with the Data Protection legislation in respect of any personal data which You do disclose or make available to us, including ensuring you have all necessary licenses, consents, and permissions on an ongoing basis for us to access and use such personal data as required to provide the Services and Ancillary Services.

  4. You shall own all right, title, and interest in and to all of the data inputted by you or your Users or by us on your behalf for the purpose of using the Services or facilitating your use of the Services (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such Customer Data.

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

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

7. CONFIDENTIALITY

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

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

    1. is or becomes publicly known other than through any act or omission of the Receiving Party;
    2. was in the Receiving Party’s lawful possession before the disclosure;
    3. is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or
    4. is independently developed by the Receiving Party, which independent development can be shown by written evidence.
  3. Subject to clause 7.5, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence and not make the Disclosing Party’s Confidential Information available to any third party or use the Disclosing Party’s Confidential Information for any purpose other than the implementation of this EULA.

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

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

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

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

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

8. LIMITATION OF LIABILITY

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

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

    1. arising under or in connection with this EULA;
    2. in respect of any use of the Services, the Ancillary Services and Documents or any part of them; and
    3. in respect of any representation, statement, or tortious act or omission (including negligence) arising under or in connection with this EULA.
  3. Except as expressly and specifically provided in this EULA:

    1. you acknowledge that the Services are a tool and that you are responsible for the use of such tool. Accordingly, you assume sole responsibility for results obtained from the use of the Services, the Ancillary Services, and the Documents, and for conclusions drawn from such use. Accordingly, you agree to verify and test the results to ensure that they meet your requirements and that they are accurate based on the Customer Data and the use of the Services;
    2. you acknowledge and agree that transmissions are never completely private or secure. You understand that any instructions, message or information you send when using the Services or any Ancillary Service may be read or intercepted by others;
    3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this EULA;
    4. the Services, the Ancillary Services and the Documents are provided on an "as is" and "as available" basis, and you acknowledge that the Software is not error, fault, or bug-free. We shall have no liability to you for any such occurrences.
  4. Nothing in this EULA excludes our liability:

    1. for death or personal injury caused by our negligence;
    2. for fraud or fraudulent misrepresentation;
    3. for any other liability which may not be excluded by law.
  5. subject to clause 8.6, the caps on liability in clause 8.7 below shall not apply in respect of:

    1. any liability arising under clause 7 (confidentiality); or
    2. any breach of the warranty contained in clause 8.12.5.
  6. Subject to clause 8.4, we shall not in any circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, under an indemnity, in restitution or otherwise, arising under or in connection with this EULA for:

    1. loss of profits, sales, business, or revenue;
    2. business interruption;
    3. loss of anticipated savings;
    4. loss, alteration, disruption, or corruption of data or information (including confidential information);
    5. loss of business opportunity;
    6. loss of or damage to goodwill or reputation;
    7. any special, indirect, or consequential loss, damage, charges, or expenses.
  7. Subject to clauses 8.1 - 8.6 and clause 8.8, our maximum aggregate liability under or in connection with this EULA in each Year for claims or series of connected claims arising in that Year (for the purposes of this clause, a claim arises when the event giving rise to the relevant claim arises), whether in contract, tort (including negligence), breach of statutory duty, under an indemnity, for misrepresentation, restitution or otherwise, shall in all circumstances be limited to the greater of (i) £100,000 (one hundred thousand pounds sterling) and (ii) 150% of the fees paid by You to us in respect of the Services and the Ancillary Services within that Year.

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

    1. do not warrant that your use of the Services or the Ancillary Services will be uninterrupted or error-free; or that the Services, the Ancillary Services, Documents, and/or the information obtained through them will meet your requirements; and
    2. are not responsible for any delays or delivery failures from the operation or non-operation or any other third-party service or software, or from the transfer of data over communications networks and facilities (including the internet) and you acknowledge that the Services, the Ancillary Services and Documents may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  9. This EULA shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this EULA.

  10. We warrant that:

    1. we have and will maintain all necessary licenses, consents, and permissions necessary for the performance of our obligations under this EULA;
    2. we will comply with all applicable laws and regulations with respect to our provision of the Services
    3. we will take all reasonable steps not to introduce any viruses into your network and information systems via the Services
    4. subject to Your compliance with clause 8.13 the use of the Services by You shall not infringe the Intellectual Property Rights of any third party where such use is in compliance with (i) the terms of this EULA, and (ii) our instructions from time to time.
  11. If any claim or potential claim arises that the use of the Services by You infringes the Intellectual Property Rights of any third party, then:

    1. You shall immediately notify us of such claim or potential claim, providing details of the relevant claim as are reasonably requested by us; and
    2. You shall not make any admission of guilt or wrongdoing in respect of the relevant claim or potential claim and shall allow us to conduct, manage, defend and settle any such claim in such manner as we decide.
    3. You shall provide such information as we reasonably request from time to time in respect of such a claim.

9. TERMINATION

  1. This EULA shall commence on the Effective Date your agreeing to its terms and shall continue until:

    1. it is terminated in accordance with its terms;
    2. it expires;
    3. it is superseded by a separate agreement for use of the Services on a paid-for basis, in which case this EULA shall be deemed to have terminated upon commencement of the provision of the Services under such agreement.
  2. We may terminate or suspend this EULA and/or the Services and/or the Ancillary Services at any time immediately by notice.

  3. On termination or expiry for any reason:

    1. all rights granted to you under this EULA shall cease;
    2. you must immediately cease all activities authorized by this EULA, including your use of the Services, the Ancillary Services, and the Documents;
    3. you must immediately destroy all copies of the Documents then in your possession, custody, or control; and
    4. we may disable your access to the Services, the Ancillary Services, and the Documents;
    5. in the case of an evaluation, we may delete all data, including all Customer Data (as set out in clause 6.6) and Projects, on the Services, unless you have prior to or upon termination or expiry entered into an agreement for the use of the Services on a paid-for basis.

10. COMMUNICATION BETWEEN US

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

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

11. EVENTS OUTSIDE OUR CONTROL

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

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

    1. our obligations will be suspended, and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
    2. we will use our reasonable endeavours to find a solution by which our obligations may be performed despite the Event Outside Our Control.

12. OTHER IMPORTANT TERMS

  1. We may transfer or assign our rights and obligations under this EULA by providing you with prior written notice in writing. Upon receipt of such prior written notice from us that we intend to transfer or assign our rights under this EULA, you will have the right to terminate this EULA by providing us with not less than 30 days prior written notice.

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

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

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

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

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

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

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

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

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

13. INSURANCE

We shall, at our sole expense, maintain at all times while the EULA remains in effect and for such additional time as specified below:

  1. Commercial General Liability Insurance to include (to include both Public Liability and Product Liability coverage as required) (which must be maintained for three years following completion of the work) with minimum limits of $5,000,000 written on an occurrence form basis, and such coverage shall protect us, additional insureds and you from claims for personal injury (including bodily injury and death) and property damage which may arise from or in connection with the performance of the Services hereunder or from or out of any negligent act or omission of us, our officers, directors, agents, subcontractors or employees;

  2. and Employer’s Liability Insurance as required by law; and

  3. Professional Liability Insurance with a minimum limit of $5,000,000 per claim, protecting you and us from errors and omissions of us, our personnel, or our subcontractors in connection with the performance of the Services during and for a period of at least three years after the completion of said Services.

  4. All insurance required in this Section shall be with companies and on forms acceptable to you and shall provide that the coverage thereunder may not be reduced or canceled unless thirty (30) days unrestricted prior written notice thereof is furnished to you.

  5. All insurance required in this Section shall be primary and not contributory with regard to any other available insurance to you, your parent, and any subsidiaries, related and affiliated companies of each, and the officers, directors, shareholders, employees, agents, and assigns of each.

  6. All insurance required in this Section shall be written by companies with a BEST Guide rating by S& P of A or higher and shall in each case name you (or the relevant Affiliate) as additional insured and contain a waiver of subrogation. (The additional insured requirement does not apply to Employer’s Liability. The waiver of subrogation applies to all coverage.

  7. The minimum limits of the insurance required in this Section shall in no way limit or diminish your liability under other provisions of this Agreement.