1. Information About Us
We are JWDP UK Ltd, a company registered in England and Wales under company number 14407943 and with our registered office at 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT (“JW Player”, “we”, “us” or “our”). Our VAT number is 432 0468 24.
The following definitions shall have the following meanings as used in these general terms and conditions:
- Agreement, the agreement between JW Player and the Customer according to which the Customer makes use of the Subscription and Identity Management Services;
- Authorised User, the individual employed by the Customer who is responsible for the Customer’s administrative account on the Dashboard;
- Customer (“you”, “your”), either a business or individual entity, making use of the Subscription and Identity Management Services pursuant to this Agreement;
- User, any individual or business entity desiring to purchase access to the Customer’s Premium Content by making use of the Subscription and Identity Management Services;
- Subscription and Identity Management Services, identity management services and subscriptions and payments services available through the Platform, and viewer authentication and payment support services (in each case, as applicable as purchased, and as more particularly described on our Website);
- Dashboard, a secured part of the Platform, which can only be accessed by the Customer by using their personal username and password. The Dashboard shows an overview of the Customer’s account transactions and other information resulting from their use of the Subscription and Identity Management Services and/or the JW Player Software Development Kit (SDK) or application programming interface (API);
- IPRs, all patents, unpatented inventions, design rights, copyrights (including, without limitation, rights in computer software), rights in databases, topography rights, trademarks, service marks, trade names, rights in goodwill or to bring an action in passing off, rights in trade secrets, confidential information or know-how and all other intellectual property rights of any nature whatsoever, and all rights of a similar nature or having similar effect, throughout the world, whether registered or unregistered, and including all applications and rights to apply for any of the same;
- Order Form, an agreement between JW Player and Customer setting forth pricing and terms for the use of the Subscription and Identity Management Services and including any contemporaneous addendum thereto. In the event of any conflict between the terms of an Order Form and this Agreement, the Order Form shall take precedence.
- Parties, JW Player and the Customer;
- Platform, JW Player’s digital asset monetization and protection platform or technology available at certain “inplayer.com” subdomains and/or “jwplayer.com” subdomains or via the applicable SDK or API (including applications built using the API such as the embeddable paywall app, OTT web app and the landing page builder)
- Premium Content, a digital asset made available, protected or monetised using the Platform;
- Prohibited Content, means any Premium Content that is unlawful, threatening, abusive, harassing, hateful, discriminatory, defamatory, libelous, misleading, deceptive, fraudulent, invasive, tortious, obscene, offensive, vulgar, pornographic, profane, promotes violence, is prohibited by our Content Guidelines published at https://www.jwplayer.com/legal/tos-content-guidelines (which are incorporated into this agreement) or is otherwise inappropriate as determined by the Company in its sole discretion.
- Term, means the period from the date of this Agreement until the Agreement is terminated in accordance with its terms;
- Website, the website with the domain name www.inplayer.com;
- Gross Revenue the total amount of revenue processed in respect of any given purchase of Premium Content;
- Confidential Information, means information of either Party which is marked or expressed as being confidential, the content of this Agreement and any information which could reasonably be deemed to be confidential from its nature, content or the circumstances in which it is provided including without limitation information relating to the business, customers, products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs of either Party and/or (if either party is part of a larger group of companies) information relating to any other group company.
3. Provisions of Subscription and Identity Management Services
3.1 JW Player shall use all reasonable endeavours to provide the Subscription and Identity Management Services on an error-free basis and without interruption.
3.2 Notwithstanding, JW Player does not provide any guarantee that provision of the Subscription and Identity Management Services shall be error-free or without interruption. By accepting this Agreement, the Customer acknowledges and agrees that the Subscription and Identity Management Services may change in form or nature at any time.
3.3 This Agreement governs the terms and conditions for the supply by us to you of Subscription and Identity Management Services.
3.4 If Customer requires its Users to enter into or agree to terms other than the JW Player User terms (a copy of which is available at https://inplayer.com/legal/terms) in order to access any Premium Content, Customer shall provide JW Player with such terms for review and approval. Such terms shall not be inconsistent with or in conflict with the terms of this agreement or the User terms.
3.5. Third Party Payments Providers. JW Player uses third-party service providers, including Stripe, Inc., PayPal, Apple Pay and Google Pay (“Payment Processors”) as third-party service providers for payment services (e.g., card acceptance, merchant settlement, and related services). Customer’s and User’s use of the Platform and Subscription and Identity Management Services and the payment processing provided by the Payment Processor is subject to the applicable Payment Processor agreement (such as the Stripe Connected Account Agreement that includes the Stripe Services Agreement), as may be modified by the Payment Processor from time to time (collectively, the “Payment Processor Agreement”). As a condition of using the Payment Processor’s payment processing services, Customer must provide accurate and complete information, and Customer hereby authorizes JW Player to share this information with the Payment Processor. All bank and credit card information is sent directly to and stored with the Payment Processor using its security protocols. JW Player does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Customer’s use of the Payment Processor’s payment processing is conditioned upon Customer’s compliance with the Payment Processor Agreement, and if the Payment Processor Agreement is terminated by the Payment Processor, Customer may not be able to use the Platform and Subscription and Identity Management Services, or Customer may have its account suspended or terminated. JW Player is not responsible for any loss of services due to the suspense or termination based on the foregoing sentence. Customer will still be obliged to make payments for the Subscription and Identity Management Services for the duration of this Agreement regardless of such termination or suspension. JW Player may change or add other payment processing services at any time upon notice to Customer, which may be subject to additional terms or conditions.
4. Viewer Authentication & Payment Support Services
4.1 Viewer Authentication & Payment Support services, if purchased, shall be provided pursuant to the Viewer Authentication & Payment Support Service Agreement.
5. Agreement Inception
5.1 The Agreement shall come into force and effect upon its execution by representatives of both Parties (the “Effective Date”). The Customer shall, on execution of this Agreement, fill out the required details for registration on the Platform and JW Player shall subsequently provide e-mail confirmation of the Customer’s registration. The Customer guarantees the completeness and accuracy of any information provided.
5.2 The Authorised User (i.e, the Customer or their representative) shall receive a personal username and password, which is strictly private and confidential, in order to access, use and manage the Dashboard. The Customer will be fully responsible for all activities that occur under the Dashboard by its Authorised User and for any misuse of the usernames or passwords.
5.3 After registration and confirmation by JW Player as mentioned in Clause 5.1 of this Agreement, the Customer, through its Authorised User, will have access to the Platform and will be able to access the Platform and/or use the Platform to create links for Premium Content to sell to their Users.
5.4 The Customer warrants that it is legally authorised and has obtained all necessary regulatory approvals and certificates to conclude the Agreement and to provide any services and/or sell any products (including Premium Content) it intends to sell. The Customer further warrants that it will comply at all times with all applicable laws, rules and regulations.
6. Price and Payments
6.1 In consideration for JW Player providing access to the Platform and the Subscription and Identity Management Services, the Customer agrees to pay JW Player the applicable fees for identity management services, subscriptions and payments services, and viewer support services as calculated and set forth in the applicable Order Form. Fees for identity management services and viewer authentication and payment support services shall be based on MAUs as set forth in the applicable Order Form. Fees for subscriptions and payments services shall be based on transaction and processing fees, as set forth in the applicable Order Form and described below in Section 6.2. “MAUs” shall be defined as the number of Users that have logged into Customer’s website or application in a given month.
6.2 Each time a User pays for your Premium Content using a Payment Processor that is integrated by JWP into the Platform, the price paid will be transferred to JW Player and added to your balance in your Dashboard. Once such amount is received by us from the User, it shall be deemed to be Gross Revenue. Provided that your account on the Dashboard holds Cleared Funds of not less than $250, we will pay out to you within thirty-five (35) days of the end of every calendar month all Gross Revenue collected during such month, minus (i) the transaction fee and processing fee as calculated and set forth in the Order Form and (ii) any refunds or chargebacks issued during such month (“Net Revenue”). “Cleared Funds” shall be defined as funds cleared by a financial institution and available for use. In the event that $250 of Cleared Funds is not reached, Net Revenue shall continue to accrue in your JW Player account on the Dashboard until this sum is reached.
6.3 Professional Services. JW Player may provide professional services to Customer, which may include implementation, configuration, migration, management, development, consulting and/or training services. Any such professional services will be provided on a billable basis pursuant to a statement of work (“SOW”) signed by both parties. In the event of any conflict or inconsistency between the terms of an applicable, mutually ratified SOW and this Agreement, the SOW shall prevail for purposes of the subject matter of the applicable SOW.
6.4 Viewer Authentication & Payment Support fees. The Customer will pay JW Player any support fees in respect of Viewer Authentication & Payment Support.
6.5 Chargebacks and Payment Disputes. The Customer acknowledges and agrees, that should an issuing bank or a payment card company request a chargeback or refund, JW Player will return all funds paid by the applicable User to the same payment method used by a User for their original purchase. Chargeback and refund fees are transferred at the burden of the Customer and the Customer shall be responsible for the costs charged to JW Player by the relevant provider offering the form of payment.
6.6 Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us with any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
6.7 Basic Setup Package and Additional Costs.
6.7.1 Basic Setup Package: The “Basic Setup Package” consists of Subscription and Identity Management Services.
6.7.2 Additional Costs: Any request beyond the Basic Setup Package will be billed at a quote that will be issued by JW Player to the Customer before any work is undertaken.
7. Refund and Pricing Policy
7.1 Auto-refund Policy. A User will be entitled to an automatic refund in the following scenarios:
- The User has made a duplicate purchase of Premium Content using the same account.
- The User’s country was geo-blocked.
- The Premium Content was made unavailable after the purchase.
- The Premium Content wasn’t published by the Customer at all.
- More than 80% of the Premium Content had quality issues (no sound, or poor sound and video quality) not due to any technical issue related to Users.
- The description of the Premium Content was misleading and did not relate to the actual content provided.
- The User request a refund pursuant to an applicable consumer protection law providing for an automatic refund
7.2 Other refunds. JW Player shall provide the Customer with a form that includes the most common User refund request scenarios. The Customer must fill out the form to indicate its refund policy preferences (the “Refund Policy”) and send it back to JW Player. The Customer will issue refunds to Users in accordance with the Refund Policy. Any requests outside of the Refund Policy, Automatic Refund Policy, and chargebacks pursuant to Clause 6.6 above will be sent to the Customer for review on a case-by-case basis. The Customer must respond to such request within fifteen (15) days of JW Player’s notice. If the Customer fails to respond to such requests within fifteen (15) days of JW Player’s notice, JW Player may issue a refund to such User and the Customer shall be responsible for such amounts.
7.3 You hereby agree that we may set off any such sums due to Users in accordance with this Clause 7 against other Net Revenue due to you pursuant to this Agreement or any other agreement made between you and us.
7.4 You hereby agree that in the event that you change your price and/or terms for access to Premium Content you will notify via email each User of such changes prior to the price change taking effect and such change will not affect any previously purchased Premium Content. You also hereby agree that the User shall have the right to terminate their subscription before such change comes into effect by electing not to renew such subscription.
8. Intellectual Property Rights
8.1 The Customer acknowledges and agrees that all IPRs in the Website and the Platform or otherwise arising from provision of the Subscription and Identity Management Services (the “JW Player IP”) will at all times be exclusively owned by JW Player. JW Player acknowledges that all IPRs in the Premium Content (the “Customer IP”) will at all times, as between the Customer and JW Player, be exclusively owned by the Customer.
8.2 By uploading Premium Content to the Platform, the Customer agrees to and hereby does grant JW Player a non-exclusive, non-sublicensable non-transferable, royalty-free, fully paid up, worldwide license during the Term to process, stream, publicly display, publicly perform, deliver, reproduce and otherwise use Premium Content solely in connection with performing JW Player’s obligations under this Agreement. Further, the Customer hereby gives JW Player the right to use the name and service marks of the Customer in its marketing materials or other oral, electronic, or written promotions, which shall include naming the Customer as a client of JW Player and a brief scope of services provided. All rights of the Customer not expressly granted under herein are expressly reserved by the Customer.
8.3 When this Agreement terminates or expires, for any reason, JW Player shall cease its use of the Customer’s Premium Content in every manner. The Customer acknowledges and agrees that JW Player shall be permitted to store a copy of the Customers’ video content on its server solely in order to improve the provision of services to the User. All copies may be deleted by JW Player within 7 days of the expiry or termination of this Agreement.
8.4 The Customer is responsible for taking its own steps to back up its Premium Content, and JW Player recommends the Customer routinely archive its Premium Content. JW Player disclaims any responsibility for deleted, lost, corrupted or inaccessible Premium Content, regardless of whether JW Player hosts such Premium Content. JW Player is not responsible for any Premium Content publicly released once the Customer uploads such Premium Content to the Platform.
8.5 JW Player hereby grants to the Customer a non-exclusive, revocable, non-transferable licence during the Term (without the right to assign or sub-license) to use the Platform on the URL’s/publisher IDs specified in this Agreement, on the terms and conditions of this Agreement. The Customer shall not use the Website, the Platform, or any of the Subscription and Identity Management Services, except as expressly permitted under this Agreement and in accordance with JW Player’ instructions from time to time. The Customer is entitled to use JW Player’ name and logo on its own website during the Term of this Agreement for the purpose of embedding the Platform on its website provided any goodwill accrues exclusively to JW Player.
8.6 The Customer shall not and shall not allow any third party to: (i) take any action which might invalidate the title of JW Player to any of the JW Player IP; (ii) create, or produce anything which utilises or applies any of the principles, concepts, designs, functionality or purposes of the Website or Platform, or (iii) copy, adapt, reverse engineer, modify, decompile, disassemble, translate, or create derivative works based on the whole or any part of the Website or Platform, all or any part of the program code.
8.7 The Customer shall refrain from using, reproducing or altering the Website or the Platform or any part thereof other than as expressly permitted under this Agreement, without JW Player’ prior written consent. The Customer shall immediately cease and desist the unauthorized use of any of JW Player’ IPRs upon JW Player’ first notice.
8.8 The Customer shall indemnify, defend and hold harmless JW Player and its respective parents, subsidiaries, affiliates and all of their directors, officers, employees and agents and their successors and assigns (collectively, “Indemnified Parties”) from and against all actual or alleged claims, suits, demands or actions by third parties, and for all resulting damages, losses, liability, costs or expenses (including reasonable attorney’s fees) which pertain to or arise from (a) the Premium Content; (b) the Customer’s use, reproduction, distribution or other exploitation of any part of the JW Player IPRs or the Subscription and Identity Management Services contrary to this Agreement or any express prohibition communicated by JW Player; or (c) any breach of the Customer’s representations and warranties in this Agreement.
9.1 We warrant to the Customer that any Subscription and Identity Service purchased from us through our Platform will be provided by JW Player with reasonable care and skill.
9.2 The Customer warrants and represent that they shall:
9.2.1 not infringe any of our or our third party licensor’s IPRs;
9.2.2 refrain from violating any law, statute or regulation;
9.2.3 not publish any Premium Content that is Prohibited Content;
9.2.4 not make use of the Subscription and Identity Management Services to send unsolicited messages (spamming);
9.2.5 not mislead the User in any way or/and refrain from offering illegal services or distributing unlawful material;
9.2.6 comply with all applicable laws, including data privacy, telecommunications and e-commerce laws and/or regulations;
9.2.7 not use the Subscription and Identity Management Services or the Platform to collect from Users any of the following: (i) information that is considered “special category” under Regulation (EU) 2016/679 (General Data Protection Regulation) (the “GDPR”) (ie, race, ethnicity, political views, religion, spiritual or philosophical beliefs, biometric data, health data, sex life data, sexual orientation, or genetic data) or collect any information (ii) information that is considered “personal health information” under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); or (iii) primary account number (“PAN”) under PCI Data Security Standard (PCI DSS);
9.2.8 refrain from hacking our Website or Platform or the server(s) on which our Website or Platform are located, or circumventing any security measures made to it, or in any other way hinder or influence the operation of our Website or Platform; and
9.2.9 refrain from any act or omission which could cause detriment to JW Player or bring JW Player into disrepute.
9.2.10 not exceed sixty (60) requests per minute to the dashboard API, or any other limit set forth in the applicable technical documentation. In addition to any other remedies provided by this Agreement, JW Player reserves the right to either (i) limit requests to below the applicable limit or (ii) immediately suspend accounts that exceed such limits and to terminate or block such accounts if JW Player believes in its reasonable discretion that such excess is due to Customer’s abusive behavior.
9.3 Save and except for the warranties detailed in this Agreement, all other warranties, express or implied by statute, are hereby excluded to the fullest extent permitted by law.
10. Our Liability
10.1 Nothing in this Agreement excludes or limits either Party’s liability for:
a) death or personal injury caused by our negligence;
b) fraud or fraudulent misrepresentation;
c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
d) any other matter for which it would be illegal to exclude or attempt to exclude liability.
10.2 Subject to Clause 10.1, we will not be liable for losses that result from our failure to comply with this Agreement that fall into the following categories even if such losses result from our deliberate breach:
a) loss of income or revenue;
b) loss of business;
c) loss of profits;
d) loss of anticipated savings;
e) loss of data; or
f) waste of management or office time.
However, this Clause 10.2 will not prevent claims for loss of or damage to your physical property that are foreseeable or any other claims for direct loss that are not excluded by categories (a) to (f) above.
10.3 Subject to Clauses 10.1 and 10.2, our total liability to you arising under or in connection with this Agreement, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, will be limited to the total fees paid or payable by the Customer to JW Player in respect of the Subscription and Identity Management Services in the twelve (12) month period preceding the event that caused such liability pursuant to this Agreement.
11.1 Each Party shall:
11.1.1 hold in confidence all Confidential Information obtained from the other Party; and
11.1.2 not disclose to any third party without the express permission of the other Party any Confidential Information obtained from the other Party.
11.2 The provisions of Clause 11.1 shall not apply to any information which:
11.2.1 is or becomes public knowledge other than by breach of this Clause 11;
11.2.2 is in the possession of the receiving party without restriction in relating to disclosure before the date of receipt from the disclosing party;
11.2.3 is received from a third party who lawfully acquired or developed it and who is under no obligation restricting its disclosure; or
11.2.4 must be disclosed by the receiving party in the discharge of its obligations to supply information for parliamentary, governmental or judicial purposes.
12. Written Communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our Website or our Platform, you accept that communication with us will be mainly electronic. We will contact you by e-mail to provide you with information. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
All notices given by you to us must be given to JW Player at firstname.lastname@example.org or to your dedicated Account Manager. We may give notice to you via e-mail. Notice will be deemed received and properly served at 9am Eastern Standard Time the next working day after the e-mail is sent. In proving the service of any notice, it will be sufficient to prove, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
14. Transfer of Rights and Obligations
14.1 This Agreement between you and us is binding on you and us and on our respective successors and assignees.
14.2 You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written consent.
14.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time during the Term of this Agreement.
15. Events Outside our Control
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control (“Force Majeure Event”).
15.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
a) strikes, lock-outs or other industrial action;
b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
e) impossibility of the use of public or private telecommunications networks;
f) the acts, decrees, legislation, regulations or restrictions of any government; and
g) pandemic or epidemic.
15.3 Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.
16.1 If we fail, at any time during the Term of this Agreement, to insist upon strict performance of any of your obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled under this Agreement, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
16.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
16.3 No waiver by us of any of the terms and conditions in this Agreement will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with Clause 14 above.
17. Term and Termination
17.1 This Agreement shall commence on the Effective Date and continue unless terminated as provided herein (the “Term”).
17.2 Without prejudice to the accrued rights and liabilities of each of us at termination, we both have the right to terminate this Agreement without cause upon sixty (60) days’ prior notification by email or mail. It is your responsibility to prove the receipt of the termination notice by us.
17.3 This Agreement may be terminated forthwith by either Party giving to the other written notice in the event that the other Party:
17.3.1 has committed a material breach of this Agreement and has failed to remedy it within fourteen (14) days of written notice to do so having been given by the Party not in default;
17.3.2 has committed a material breach of this Agreement which is incapable of remedy; or
17.3.3 ceases or threatens to cease carrying on the whole or substantially the whole of its business, or the other Party suffers or threatens to suffer any form of insolvency including where an order is made or resolution passed for a voluntary winding up of the other Party, or where the other Party has an administrative order made in relation to it or has a receiver or administrator appointed over any of its property, undertaking or assets or if the other Party is unable to pay its debts as and when they fall due, or any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in this Clause 17.3.3.
17.4 After expiry or termination of this Agreement, you will immediately cease the use of the Subscription and Identity Management Services and any JW Player IP and all licences granted by JW Player to you pursuant to this Agreement shall cease with immediate effect.
18. Third Party Rights
A person who is not party to this Agreement shall not have any rights under or in connection with this Agreement under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of its terms.
If any court or competent authority decides that any of the provisions of these terms and conditions or any provisions of the Agreement are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
20. Entire Agreement
20.1 This Agreement and any document expressly referred to therein constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of this Agreement.
20.2 We each acknowledge that, in entering into this Agreement, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Agreement or the documents referred to therein.
20.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) will be for breach of Agreement.
20.4 Nothing in this Clause limits or excludes any liability for fraud.
21. Modification of this Agreement
21.1 No modification or amendment to this Agreement shall be effective unless in writing and executed by a duly authorized representative of each Party.
22. Law and Jurisdiction
This Agreement is governed by English law. Any dispute or claim arising out of or in connection with this Agreement or its formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
Last Revised: February 23, 2023