License
Nuggets Ltd
86-90 Paul St, London EC2A 4NE
contact@nuggets.life
https://www.nuggets.life
Trial Software License Agreement
This Trial Software License Agreement (“Agreement”) is entered into between Nuggets Ltd, a company organized and existing under the laws of England and Wales, with its principal place of business at 86-90 Paul Street, London, England, EC2A 4NE (“Licensor”), and the entity or individual agreeing to these terms (“Licensee”). By downloading, installing, or using the trial version of the software provided by Licensor (“Software”), Licensee agrees to be bound by the terms of this Agreement.
1. Trial License Grant:
1.1 Licensor hereby grants Licensee a non-exclusive, non-transferable, limited license to use the Software solely for evaluation and trial purposes for a period of 30 days (“Trial Period”). During the Trial Period, Licensee may explore the functionalities and capabilities of the Software to determine its suitability for potential future use. This license is granted without warranty of any kind, and Licensee acknowledges that the Software is provided on an “as-is” basis for evaluation purposes only.
1.2 This license does not confer upon Licensee any rights to use the Software for commercial purposes or any other purposes beyond the scope expressly stated in this Agreement. Licensee understands and agrees that the Trial Period is strictly for evaluation purposes, and any commercial use of the Software during this period is prohibited. Licensee further acknowledges that any use of the Software beyond the Trial Period without a separate, valid license agreement from Licensor constitutes a breach of this Agreement and may result in legal action. Any use of the Software beyond the Trial Period without a separate, valid license agreement from Licensor constitutes a breach of this Agreement and may result in legal action. Upon expiration of the Trial Period, Licensee’s access to the Software may be automatically disabled.
1.3 The license granted herein is revocable at any time without cause by Licensor. Licensor reserves the right to terminate the Trial Period and revoke Licensee’s access to the Software at any time, with or without notice. Licensee agrees to cease all use of the Software immediately upon termination of the Trial Period or upon receipt of notice of revocation from Licensor.
1.4 Licensee acknowledges and agrees that this Trial License Grant does not entitle Licensee to receive any updates, support, or maintenance from Licensor during the Trial Period. Licensee understands that the Software provided during the Trial Period may be a pre-release or beta version and may contain bugs, errors, or other defects. Licensee assumes all risks associated with the use of such pre-release or beta versions and agrees to provide feedback to Licensor regarding any issues encountered during the Trial Period.
1.5 During the Trial Period, Licensee shall have the right to install and use the Software on a limited number of devices or servers, as specified by Licensor. Licensee shall not exceed the permitted number of installations or use the Software on any unauthorized devices or servers. Licensee further agrees not to distribute, sublicense, rent, lease, or otherwise transfer the Software to any third party during the Trial Period.
1.6 Licensor reserves the right, during the Trial Period and upon reasonable notice, to audit Licensee’s use of the Software to ensure compliance with the terms of this Agreement. Such audits shall not unreasonably interfere with Licensee’s business operations.
1.7 Licensee may permit its employees or authorized contractors to use the Software solely for internal evaluation purposes, provided that such individuals are bound by confidentiality and use obligations no less protective than those set forth in this Agreement. Licensee remains fully responsible for the acts and omissions of any such individuals.
2. Restrictions:
2.1 Licensee shall not:
2.1.1 Modify, adapt, translate, or create derivative works based on the Software. Licensee acknowledges that any modification of the Software without prior written consent from Licensor constitutes a material breach of this Agreement and may result in immediate termination of the Trial Period.
2.1.2 Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software. Licensee understands that such actions are strictly prohibited and may violate applicable intellectual property laws.
2.1.3 Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices on or in the Software. Licensee agrees to retain all copyright and other proprietary notices on all copies of the Software.
2.1.4 Use the Software in any manner that violates the rights of any third party, including intellectual property rights or rights of privacy. Licensee agrees to comply with all applicable laws and regulations governing the use of the Software, including but not limited to, laws governing data privacy and security.
2.1.5 Attempt to circumvent any technological protection measures or access controls implemented by Licensor to protect the Software.
3. Ownership:
3.1 Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. Licensee acknowledges that this Agreement does not transfer any ownership rights in the Software to Licensee. Licensee agrees to use the Software solely in accordance with the terms and conditions of this Agreement and for the purposes specified herein.
3.2 Licensee shall not reproduce, distribute, or disclose the Software to any third party without the prior written consent of Licensor. Licensee acknowledges and agrees that any unauthorized use or disclosure of the Software may cause irreparable harm to Licensor and entitle Licensor to seek injunctive relief and/or monetary damages.
3.3 Licensee agrees not to challenge, contest, or otherwise interfere with Licensor’s ownership of the Software or any related intellectual property rights. Licensee acknowledges that Licensor’s ownership of the Software is essential to its business operations and competitive position in the marketplace.
3.4 Licensee agrees to promptly notify Licensor of any unauthorized use or disclosure of the Software of which Licensee becomes aware. Licensee shall cooperate fully with Licensor in any investigation or enforcement action relating to such unauthorized use or disclosure.
3.5 Licensee agrees that any feedback, suggestions, or recommendations provided by Licensee regarding the Software shall become the exclusive property of Licensor. Licensee hereby assigns to Licensor all right, title, and interest in and to any such feedback, suggestions, or recommendations.
4. Support and Maintenance:
4.1 Licensor shall have no obligation to provide Licensee with any support or maintenance services under this Agreement. Licensee acknowledges and agrees that Licensor has no obligation to provide any updates, enhancements, or modifications to the Software during the Trial Period. Licensee further acknowledges that any updates or modifications provided by Licensor during the Trial Period are provided at Licensor’s sole discretion and may not be representative of the final version of the Software.
4.2 Licensee understands that any support or maintenance services provided by Licensor outside the scope of this Agreement may be subject to additional fees or terms and conditions. Licensee agrees to review and comply with any such additional terms and conditions before engaging in any support or maintenance services provided by Licensor.
4.3 Licensor reserves the right to discontinue or modify the Software at any time without notice. Licensee acknowledges and agrees that Licensor shall not be liable for any damages arising out of or in connection with the lack of support or maintenance services. Licensee further acknowledges and agrees that Licensor shall not be obligated to provide any support or maintenance services beyond the Trial Period.
4.4 Licensee agrees to provide Licensor with access to Licensee’s systems and facilities as reasonably necessary to provide support and maintenance services. Licensee shall cooperate fully with Licensor in diagnosing and resolving any issues or errors encountered during the Trial Period. Licensee agrees to promptly implement any fixes, patches, or updates provided by Licensor to address such issues or errors.
4.5 Licensee agrees that Licensor may collect and use technical data and related information, including but not limited to, technical information about Licensee’s devices, systems, and use of the Software, to facilitate the provision of support and maintenance services. Licensee further agrees that Licensor may use such information to improve the Software and develop new products and services.
5. Feedback:
5.1 Licensee may provide feedback to Licensor regarding the Software. Licensee acknowledges and agrees that any feedback provided by Licensee shall be deemed non-confidential and non-proprietary. Licensee hereby grants Licensor a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such feedback in any manner and for any purpose.
5.2 Licensee represents and warrants that any feedback provided to Licensor is accurate, complete, and does not infringe any third-party rights. Licensee agrees to indemnify and hold harmless Licensor from any claims arising out of or related to Licensee’s feedback, including but not limited to, claims of infringement of intellectual property rights or violation of third-party rights.
5.3 Licensor shall have no obligation to implement any feedback provided by Licensee. Licensee acknowledges and agrees that Licensor may use or disregard any feedback provided by Licensee at its sole discretion.
5.4 Licensee agrees not to disclose any feedback provided by Licensor without Licensor’s prior written consent. Licensee further agrees to maintain the confidentiality of any feedback provided by Licensor and to use such feedback solely for the purposes contemplated by this Agreement.
5.5 Licensee acknowledges and agrees that any feedback provided by Licensor is provided “as is” without any warranty of any kind. Licensee further acknowledges that Licensor makes no representations or warranties regarding the accuracy, completeness, or usefulness of any feedback provided.
6. Disclaimer of Warranty:
6.1 the software is provided “as is” without any warranty of any kind, whether express, implied, or statutory. Licensor disclaims all warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
6.2 licensee acknowledges and agrees that the entire risk arising out of the use or performance of the software remains with licensee. Licensor makes no representations or warranties regarding the use, results, or performance of the software.
6.3 licensor does not warrant that the software will meet licensee’s requirements or that the operation of the software will be uninterrupted or error-free. Licensee agrees to assume all risks associated with the use of the software.
6.4 licensor shall not be liable for any direct, indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with the use or performance of the software, including but not limited to, damages for loss of profits, loss of data, or interruption of business.
6.5 licensee agrees that licensor shall not be responsible for any third-party content, products, or services accessed through or linked from the software. Licensor disclaims any liability for such content, products, or services and makes no representations or warranties regarding their accuracy, completeness, or usefulness.
7. Limitation of Liability:
7.1 in no event shall licensor be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with this agreement, including but not limited to, procurement of substitute goods or services, loss of use, data, or profits, or business interruption, however caused and under any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage.
7.2 licensee acknowledges and agrees that the foregoing limitation of liability shall apply to the maximum extent permitted by applicable law, regardless of whether any remedy fails its essential purpose.
7.3 in no event shall licensor’s total liability to licensee for all damages arising out of or in connection with this agreement exceed the total amount paid by licensee to licensor under this agreement, if any.
7.4 the parties agree that the limitations of liability set forth herein are fundamental elements of the basis of the bargain between the parties.
7.5 licensee agrees that licensor shall not be liable for any damages arising out of or related to any third-party software, content, products, or services accessed through or linked from the software. Licensee assumes all risks associated with such third-party software, content, products, or services.
8. Indemnification:
8.1 Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with Licensee’s use of the Software in breach of this Agreement or any violation of applicable laws or regulations. Licensee agrees to promptly notify Licensor in writing of any claim subject to indemnification under this Agreement and to cooperate with Licensor in the defence of such claim.
8.2 Licensor reserves the right to assume the exclusive defence and control of any matter subject to indemnification by Licensee, in which case Licensee agrees to cooperate with Licensor in asserting any available defences. Licensee shall not settle any claim without Licensor’s prior written consent, which shall not be unreasonably withheld.
8.3 The indemnification obligations under this Agreement shall survive the termination or expiration of this Agreement. Licensee acknowledges and agrees that the survival of such provisions is necessary to protect Licensor’s interests and the integrity of the Software.
8.4 Licensee agrees that any failure to indemnify Licensor in accordance with this Agreement constitutes a material breach of this Agreement and may result in legal action. Licensee further agrees to pay all costs and expenses incurred by Licensor in enforcing its rights under this Agreement.
8.5 Licensee agrees to indemnify and hold harmless Licensor from any claims or demands made by any third party arising out of or in connection with Licensee’s use of the Software, including but not limited to, claims of infringement of intellectual property rights or violation of third-party rights.
9. Confidentiality:
9.1 Licensee agrees to keep confidential and not disclose to any third party any information or materials provided by Licensor related to the Software, including but not limited to any source code, algorithms, or proprietary information. Licensee acknowledges and agrees that any unauthorized use or disclosure of confidential information may cause irreparable harm to Licensor and entitle Licensor to seek injunctive relief and/or monetary damages.
9.2 Licensee shall use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, or dissemination of confidential information as Licensee uses to protect its own confidential information. Licensee agrees to implement appropriate security measures to safeguard confidential information from unauthorized access, use, or disclosure.
9.3 Licensee agrees to use the confidential information solely for the purpose of evaluating the Software during the Trial Period. Licensee shall not use the confidential information for any other purpose without the prior written consent of Licensor.
9.4 This confidentiality obligation shall survive the termination or expiration of this Agreement. Licensee acknowledges and agrees that the survival of this provision is necessary to protect the confidential information of Licensor and the integrity of the Software.
9.5 Upon termination or expiration of this Agreement, Licensee shall promptly return or destroy all confidential information of Licensor in its possession or control. Licensee shall certify in writing to Licensor that all copies of confidential information have been returned or destroyed in accordance with this Agreement.
9.6 Licensee shall not make any public statement, press release, or other public disclosure relating to the Software or Licensor without the prior written consent of Licensor. This includes, but is not limited to, using Licensor’s name, logo, or trademarks in any marketing or promotional materials.
10. Compliance with Laws:
10.1 Licensee agrees to comply with all applicable laws and regulations in its use of the Software, including but not limited to, laws governing data privacy and security. Licensee acknowledges and agrees that it is solely responsible for ensuring its compliance with all applicable laws and regulations.
10.2 Licensee shall not use the Software in any manner that violates any applicable laws or regulations. Licensee agrees to obtain all necessary licenses, permits, or authorizations required to use the Software in accordance with applicable laws and regulations.
10.3 Licensee agrees to indemnify and hold harmless Licensor from any claims arising out of Licensee’s failure to comply with applicable laws and regulations. Licensee acknowledges and agrees that any violation of this provision may result in legal action and termination of this Agreement.
10.4 Licensee agrees to promptly notify Licensor of any changes to applicable laws or regulations that may affect Licensee’s use of the Software. Licensee shall cooperate fully with Licensor in addressing any legal or regulatory issues that may arise during the Trial Period.
10.5 Licensee agrees that Licensor may suspend or terminate Licensee’s access to the Software if Licensor determines, in its sole discretion, that Licensee has violated any applicable laws or regulations. Licensee further agrees to indemnify and hold harmless Licensor from any claims arising out of or related to Licensee’s violation of applicable laws or regulations.
11. Data Protection:
11.1 Licensor may collect and process personal data from Licensee as necessary for the provision of the Software and related services. Licensee agrees to Licensor’s Privacy Policy, available at https://www.nuggets.life/privacy-policy.html. Licensee acknowledges and agrees that Licensor may transfer personal data to its affiliates or third-party service providers in accordance with Licensor’s Privacy Policy.
11.2 Licensee shall provide Licensor with access to any personal data collected by Licensee in connection with Licensee’s use of the Software. Licensee agrees to implement appropriate technical and organizational measures to protect personal data from unauthorized access, use, or disclosure.
11.3 Licensor shall implement appropriate technical and organizational measures to protect personal data collected from Licensee. Licensee agrees to cooperate fully with Licensor in any investigation or enforcement action related to the protection of personal data.
11.4 Licensee agrees to obtain all necessary consents from data subjects for the collection, processing, and transfer of their personal data as required by applicable data protection laws. Licensee shall promptly notify Licensor of any data breaches or security incidents affecting personal data collected in connection with Licensee’s use of the Software.
11.5 Licensee acknowledges and agrees that any breach of this provision may result in legal action and termination of this Agreement. Licensee further agrees to indemnify and hold harmless Licensor from any claims arising out of or related to Licensee’s breach of data protection laws or regulations.
11.6 Licensee agrees to implement industry-standard administrative, technical, and physical security measures to protect the Software and any associated data from unauthorized access, use, or disclosure. These measures shall include, at a minimum, the use of strong passwords, secure networks, access controls, and up-to-date anti-malware protection.
12. Termination:
12.1 Either party may terminate this Agreement at any time for any reason or no reason by providing written notice to the other party. Upon termination, Licensee shall cease all use of the Software and delete or destroy all copies of the Software in its possession.
12.2 Termination of this Agreement shall not relieve Licensee of any obligations accrued prior to termination. Licensee acknowledges and agrees that any termination of this Agreement shall not affect Licensor’s rights or remedies under this Agreement or at law.
12.3 Licensor reserves the right to terminate this Agreement immediately if Licensee breaches any provision of this Agreement. Licensee agrees that any material breach of this Agreement may result in immediate termination and legal action by Licensor.
12.4 The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including but not limited to, Sections 3 (Ownership), 6 (Disclaimer of Warranty), 7 (Limitation of Liability), 8 (Indemnification), and 9 (Confidentiality).
12.5 Licensee acknowledges and agrees that any termination of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Licensee further agrees to comply with all post-termination obligations under this Agreement, including but not limited to, the return or destruction of confidential information.
13. Survival:
13.1 Sections 3 (Ownership), 6 (Disclaimer of Warranty), 7 (Limitation of Liability), 8 (Indemnification), and 9 (Confidentiality) shall survive any termination or expiration of this Agreement. The parties acknowledge and agree that the survival of such provisions is necessary to protect the respective rights and interests of the parties.
13.2 Any provision of this Agreement that by its nature should survive termination or expiration shall survive. The parties agree that the survival of certain provisions is intended to ensure the continued effectiveness and enforceability of such provisions after termination or expiration.
13.3 The termination or expiration of this Agreement shall not affect any rights or obligations accrued prior to such termination or expiration. Licensee acknowledges and agrees that any termination or expiration of this Agreement shall not relieve Licensee of its obligations under this Agreement.
13.4 Licensee acknowledges and agrees that the survival of certain provisions is necessary to protect Licensor’s interests and the integrity of the Software. The parties agree to interpret and enforce the surviving provisions in a manner consistent with the original intent of the parties.
13.5 The survival of certain provisions is intended to ensure the continued effectiveness and enforceability of such provisions after termination or expiration. Licensee agrees to comply with all surviving provisions of this Agreement, including but not limited to, the confidentiality and indemnification provisions.
14. Governing Law and Dispute Resolution:
14.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.
14.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which rules are deemed to be incorporated by reference into this clause.
14.3 The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language of the arbitration shall be English.
14.4 The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
14.5 The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
15. Severability:
15.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree that any invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
15.2 The parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the same economic, business, and other purposes of the invalid or unenforceable provision. Licensee agrees that any invalid or unenforceable provision shall be severed from this Agreement and replaced with a valid provision that reflects the original intent of the parties.
15.3 Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in that jurisdiction, without invalidating the remaining provisions of this Agreement. The parties agree that any such invalid or unenforceable provision shall be stricken from this Agreement and shall not affect the validity or enforceability of any other provision.
15.4 The parties agree that if any provision of this Agreement is determined to be invalid or unenforceable, it shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. Licensee acknowledges and agrees that any such severance shall be done in a manner consistent with the original intent of the parties.
15.5 The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction. The parties agree that any determination of invalidity or unenforceability shall not affect the interpretation or enforcement of this Agreement in any other jurisdiction.
16. Waiver:
16.1 No waiver by either party of any breach of this Agreement shall be considered a waiver of any subsequent breach of the same or any other provision. Licensee agrees that any failure by Licensor to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
16.2 The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of this Agreement. Licensee agrees that any waiver of any provision of this Agreement shall be effective only if in writing and signed by the waiving party.
16.3 Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the waiving party. Licensee agrees that any waiver of any provision of this Agreement shall not affect the rights or obligations of the parties under this Agreement.
16.4 The waiver by either party of any breach of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision. Licensee acknowledges and agrees that any waiver of any provision of this Agreement shall be limited to the specific instance and circumstance for which it was given.
16.5 The parties agree that any waiver of any provision of this Agreement shall not affect the rights or obligations of the parties under this Agreement. Licensee acknowledges and agrees that any waiver of any provision of this Agreement shall be construed as a waiver of such provision in any other context or circumstance.
17. Entire Agreement:
17.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether oral or written, relating to such subject matter.
17.2 The parties agree that any representations, warranties, or promises not expressly contained in this Agreement shall not be binding upon the parties. Licensee acknowledges and agrees that any statements or communications made by either party prior to the execution of this Agreement shall be deemed merged into and superseded by this Agreement.
17.3 Licensee agrees that any modification, amendment, or waiver of any provision of this Agreement shall be effective only if in writing and signed by both parties. Licensee acknowledges and agrees that any prior agreements, discussions, or negotiations between the parties are hereby null and void.
17.4 The parties agree that any course of dealing or course of performance between the parties shall not modify, amend, or waive any provision of this Agreement. Licensee acknowledges and agrees that any prior understandings or agreements between the parties are hereby superseded by this Agreement.
17.5 Licensee agrees that any terms or conditions contained in any purchase order, invoice, or other document submitted by Licensee shall be null and void and of no force or effect. The parties agree that the terms of this Agreement shall govern the relationship between the parties to the exclusion of any other terms or conditions.
17.6 Headings in this Agreement are for reference purposes only and shall not affect the interpretation of any provision.
18. Force Majeure:
18.1 Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to, acts of God, natural disasters, war, terrorism, strikes, or labor disputes. Licensee agrees that any force majeure event shall not excuse Licensee from its obligations under this Agreement.
18.2 In the event of a force majeure event, the affected party shall promptly notify the other party and take all reasonable steps to mitigate the impact of the event on its performance under this Agreement. Licensee agrees that any force majeure event shall not relieve Licensee of its obligations under this Agreement.
18.3 The affected party shall be excused from performance of its obligations under this Agreement for the duration of the force majeure event. Licensee agrees that any delay or failure to perform its obligations under this Agreement due to a force majeure event shall not constitute a breach of this Agreement.
18.4 The parties agree to negotiate in good faith to amend this Agreement to reflect the impact of the force majeure event on their respective rights and obligations. Licensee acknowledges and agrees that any amendments to this Agreement due to a force majeure event shall be mutually agreed upon by the parties.
18.5 If the force majeure event continues for a period of [60 days, either party may terminate this Agreement upon written notice to the other party. Licensee agrees that any termination of this Agreement due to a force majeure event shall not relieve Licensee of its obligations accrued prior to termination.
19. Notices:
19.1 All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email, or sent by registered mail to the addresses specified in this Agreement or such other address as either party may specify in writing. Licensee agrees that any notices sent in accordance with this provision shall be deemed effective upon receipt.
19.2 Any notice required or permitted to be given under this Agreement shall be deemed to have been given upon receipt. Licensee acknowledges and agrees that any notice sent in accordance with this provision shall be deemed to have been received when delivered to the specified address.
19.3 The parties agree that electronic notices shall be deemed effective as written notices. Licensee agrees that any electronic notices sent in accordance with this provision shall be deemed to have been received when delivered to the specified email address.
19.4 The parties agree to promptly notify each other of any changes to their contact information. Licensee agrees to promptly notify Licensor of any changes to Licensee’s contact information, including but not limited to, email address and mailing address.
19.5 Failure to provide notice in accordance with this section shall not affect the validity or enforceability of any notice given in any other manner. Licensee agrees that any failure to provide notice in accordance with this provision shall not affect the rights or obligations of the parties under this Agreement.
20. Relationship of Parties:
20.1 The relationship between the parties is that of independent contractors. Licensee acknowledges and agrees that nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
20.2 Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Licensee agrees that each party shall act solely as an independent contractor and shall have no authority to bind the other party in any way.
20.3 Neither party shall have the authority to bind the other party or to incur any obligation on behalf of the other party. Licensee acknowledges and agrees that each party shall be solely responsible for its own actions and obligations under this Agreement.
20.4 Each party shall be solely responsible for the payment of its own employees and agents and for any claims made by or on behalf of its employees or agents. Licensee agrees that each party shall be responsible for complying with all applicable laws and regulations governing its employees and agents.
20.5 The parties agree that each party shall be responsible for its own taxes, including but not limited to, income taxes, social security taxes, and unemployment taxes. Licensee agrees that each party shall be solely responsible for determining and paying its own taxes in accordance with applicable laws and regulations.
21. Assignment:
21.1 Licensee may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Licensor. Licensee agrees that any attempted assignment or transfer in violation of this provision shall be null and void.
21.2 Any attempted assignment or transfer in violation of this provision shall be null and void. Licensee agrees that any assignment or transfer of rights or obligations under this Agreement without Licensor’s prior written consent shall be ineffective.
21.3 Licensor may assign or transfer its rights and obligations under this Agreement without restriction. Licensee acknowledges and agrees that Licensor may assign or transfer its rights and obligations under this Agreement to any third party without Licensee’s consent.
21.4 Licensee agrees that any assignment or transfer of rights or obligations under this Agreement shall not relieve Licensee of its obligations under this Agreement. Licensee acknowledges and agrees that any assignment or transfer of rights or obligations shall be subject to the terms and conditions of this Agreement.
21.5 The parties agree that any assignment or transfer of rights or obligations under this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Licensee acknowledges and agrees that any assignment or transfer of rights or obligations shall be effective only if in writing and signed by both parties.
22. Counterparts:
22.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Licensee agrees that any counterparts of this Agreement shall be deemed to have the same legal effect as the original.
22.2 This Agreement may be executed and delivered by facsimile or electronic signature, which shall be deemed an original. Licensee acknowledges and agrees that any facsimile or electronic signature shall be binding and enforceable as if it were an original signature.
22.3 The parties agree that any facsimile or electronic signature shall have the same legal effect as an original signature. Licensee agrees that any facsimile or electronic signature transmitted in accordance with this provision shall be deemed to have been signed and executed by the party transmitting such signature.
22.4 Each party represents and warrants that it has the authority to execute and deliver this Agreement and to perform its obligations hereunder. Licensee acknowledges and agrees that each party has the authority to execute and deliver this Agreement and to perform its obligations hereunder.
22.5 The parties agree that this Agreement may be executed and delivered by electronic means, including but not limited to, email or electronic signature. Licensee acknowledges and agrees that any electronic execution or delivery of this Agreement shall be valid and enforceable as if it were manually executed and delivered.