IMPORTANT. PLEASE READ. THESE TERMS AND CONDITIONS GOVERN IN ALL RESPECTS THE USE OF THE AGORIFY APPLICATION BY YOU OR ANY PERSON AUTHORISED BY YOU OR WHO IS ALLOWED ACCESS TO YOUR PASSWORD OR PASS CODE BY YOU. BY SIGNING THE QUOTATION YOU ENTER INTO AN AGREEMENT TO BE BOUND BY OUR TERMS AND CONDITIONS SET OUT BELOW. IF YOU ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF ANOTHER YOU WARRANT AND REPRESENT TO US THAT YOU HAVE AUTHORITY TO DO SO.
Agorify is the commercial brand of Agorify AB.
The following sets out the terms and conditions under which Agorify AB contracts to supply the Agorify application and related products to you and (subject to written amendment or variation in accordance with these terms and conditions) shall govern any such contract to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted, or any order is made or purported to be made by you.
By use of such Agorify application you accept these terms and conditions irrespective of the mode or manner of ordering employed by you when ordering the Agorify application and notwithstanding that you have not accepted such terms by way of signature. Any person using such Agorify application warrants to Agorify that such person is duly authorised to accept such terms and conditions.
These are the terms of our agreement with you:
1. DEFINITIONS
1.1. In this Agreement unless the context otherwise requires:
Agreement means the agreement between Agorify AB and the Client incorporating these Terms and Conditions, any Agorify order form or other Agorify documentation or registration form (where completed) and Agorify’s published charges for the provision of its Agorify application;
Affiliate means in respect of each party, that party, any subsidiary or holding company of that party or a subsidiary (whether direct of indirect) or such holding company (as those terms are defined under s736 and 736A of the Companies Act 1985);
Application Admin User means the email address held by the main administrator of the application when Agorify application is set up.
Authorised User means any person designated by you and accepted by Agorify as authorised to have access to the Agorify application from time to time in accordance with this Agreement;
Charges means Agorify’s latest published prices for the products and/or Agorify application requested or incurred during the Agreement period or the charges otherwise agreed in writing between you and Agorify;
Client or You means you the client or any person who makes use of the Agorify application through you or on your behalf (including your Authorised Users and any other person, firm or company to whom you provide your access code but excluding attendees of events) (and the expression "your" shall be construed accordingly);
Client Data means Information Product and Input Material;
Confidential Information means all information in any form or medium, whether written, electronically delivered, tangible or intangible, the confidential nature of which the disclosing party wishes to maintain, which is imparted or obtained in consideration of, under or in connection with this Agreement on, before or after the Effective Date relating to: the business or prospective business, current or projected plans or internal affairs of either of the parties or their Affiliates; these Terms and Conditions and the Agreement; all know-how, trade secrets, products, operations, processes, product information and unpublished information relating to either of the parties’ (or their Affiliates’) Intellectual Property Rights; any other commercial, financial, regulatory or technical information relating to the business or prospective business or either of the parties or their Affiliates, and including all copies, notes and records and all related information generated by the receiving party based on or arising out of any disclosure;
Document includes, in addition to a document in writing, any document, template, design, form, format, map, plan, graph, drawing, photograph, film, negative, tape or other device embodying text or visual images in any form;
Effective Date means the first date of live connection between the Server and your Site or the first payment by you of the Charges due to Agorify, whichever is the later;
Agorify application means the event registration, event websites, communities and other related Internet applications and other services made available or to be made available to you by Agorify in accordance with this Agreement, including any upgrades, new versions, new releases, patches, work-arounds, bug-fixes and other variations and amendments from time to time;
Information Product means all data, responses, reports, information, websites, letters and other materials generated by you through use of the Services, but does not include Output Materials;
Input Material means any Document, data or other materials provided by you;
Intellectual Property Rights means all copyright, design rights, database rights, trade marks, patent rights and other intellectual property rights or analogous rights of whatsoever nature and where so ever subsisting;
Licence means the license granted to you pursuant to Clause 4;
Output Material means any Document, report, data or other materials provided by Agorify AB to the Agorify application or the Services including any assemblage, configuration, lay-out or re-design of any Input Materials or Information Product by Agorify AB or its agents or employees for or on behalf of you, but does not include data, responses, reports, information, websites, letters and other materials generated by you through use of the Services;
Our and Agorify and we means Agorify AB incorporated in Sweden, organisation number 559179-4150 with registered office at Karlabodavägen 42, 16877 Bromma, Sweden.
Server means the computer server equipment on which the Client’s Agorify application account and event websites are hosted;
Services means the provision of access to and use of the Agorify application over the Internet under this Agreement;
Service Level Agreement means the Agorify document from time to time setting out (i) the support services provided by Agorify in relation to the Client’s use of the Services, (ii) the back-up and disaster recovery procedures and data security policy applicable to the Services; and (iii) any other related matters relating to the manner of the provision of the Services which Agorify reasonably considers appropriate, as such document is amended from time to time by Agorify and notified to the Client (and in the event of any inconsistency between the terms of the Service Level Agreement and these Terms and Conditions, these Terms and Conditions shall prevail);
Site means the Client premises or location from which the Agorify applications are accessed under this Agreement;
Software means the software programs, products or modules owned, designed or used by Agorify AB in and in connection with the delivery of the Agorify application including source code, object code, code listings, control programs, programming language, technical and user manuals, macros, logos, structures, diagrams, sequences contained in any files or pages constituting or displayed in any pages or other constituents of this web-site and data related to any of the foregoing and whether in machine-readable form, programming language or any other language or symbols and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media and all Intellectual Property Rights in any of the foregoing;
Term means the term of this Agreement from the date of this Agreement until Termination; and
Termination means termination or expiry of this Agreement for any reason.
2. SUPPLY OF THE SERVICES
2.1. Subject to your payment of the Charges, Agorify hereby grants you a non-exclusive, nontransferable right to permit Authorised Users to use the Services during the Term solely for your internal business operations and in accordance with this Agreement. Any changes or additions to the Services or this Agreement must be agreed in writing by Agorify and the Client and signed by an authorised signatory of each party.
2.2 Agorify will be responsible for complying with any applicable laws, statutes, regulations and codes of practice, wherever imposed in the world, relating to the provision of the Services and all of its other obligations under this Agreement.
2.3. Agorify may at any time without notifying you and without thereby incurring liability make any changes to the Agorify application (and thereby the Services) which are necessary to comply with any applicable safety or other statutory or similar requirements or any changes to any terms and conditions of any third party to which Agorify is subject now or in the future relating to the provision of the Agorify application or the Services provided that if any of the foregoing changes are detrimental to the Agorify application or result in an increase of the Charges, you shall have the right to terminate this Agreement on 30 days’ written notice.
2.4. Connection to the Agorify application is via a telecommunications link or dial up connection and, unless specifically agreed in writing between us, the provision and maintenance of telecommunications necessary for connection to the Agorify application and receipt of the Services is not included in the Services and remains your sole and exclusive responsibility.
2.5 When Agorify supply website templates or registration pages to you, a trackable “Powered by Agorify” logo can be displayed on all pages created by Agorify. By agreeing to Agorify providing such services, you consent to the creation and display of such a link.
2.6. All requests relating to the provision of the Services must, unless otherwise agreed, be made in writing or by electronic mail and agreed by Agorify.
2.7. Whilst Agorify will use all reasonable commercial endeavours to adhere to any dates proposed by either Agorify or you in relation to the provision of the Services, any such date is an estimate only and Agorify accepts no liability for failure to meet such dates for any reason.
2.8. Whilst Agorify will use all reasonable commercial endeavours to provide a reliable Service, Agorify does not undertake or warrant that any of the Services will be error-free or uninterrupted.
2.9. In the event of a fault in relation to the Services, you must promptly report the fault by telephone or electronic mail to Agorify’s Technical Support at the appropriate numbers or addresses stated in the support contract, or addresses that Agorify may from time to time provide. Upon receipt of the fault report, Agorify will endeavour to take all proper steps without undue delay to correct the fault in accordance with the Service Level Agreement.
2.10. Agorify does not undertake to provide any technical or user support with regard to any hardware (including peripherals), software, products or service used by you that have been provided by third parties.
2.11. Agorify does not warrant the compatibility of the Services with any hardware (including peripherals), software, products or service other than as set out in this Agreement.
2.12. Agorify may:
2.12.1. temporarily suspend for the purpose of emergency repair, maintenance or improvement, part or all of any of the Services without notice. Agorify undertakes to use all reasonable commercial endeavours to promptly investigate the cause of the failure or problem, take all necessary remedial measures, advise you of the status of all remedial efforts and restore the Services as soon as practicable after any such suspension and inform you in advance of such suspension if practicable;
2.12.2. temporarily suspend the Services for scheduled support and maintenance by providing notifications and giving reasonable notice of such suspensions. We will endeavour to provide a minimum of 14 days’ notice but cannot guarantee to do so;
2.12.3. give or update instructions regarding the use of the Services which in Agorify’s reasonable opinion are necessary in the interests of safety or to maintain or improve the quality of the Services to Agorify’s customers generally; and
2.12.4. vary the technical specification of the Services for operational or any other reason provided that there is no material detriment to the Services as received by you.
2.13. You acknowledge that the right granted in Clause 2.1 is authorisation under the Computer Misuse Act 1990 and that this Agreement is not a software licence.
3. DOCUMENTS AND MATERIALS
3.1. You will at your own expense supply Agorify with all necessary Documents or other materials, data or other information within sufficient time and in such manner as is deemed necessary by Agorify, acting reasonably, to enable Agorify to provide the Services and any customisation service, as stipulated in this Agreement or as otherwise agreed between the parties in writing. You will ensure the accuracy and completeness of all Input Material.
3.2. You will at your own expense retain duplicate copies of all Input Material. Agorify shall have no liability for any loss or damage to Input Material, however caused. All Input Material and Output Material shall be at your sole risk at all times.
3.3. In the absence of contrary agreement in writing, any time and materials expenditure whether required to make substantive changes to text, graphics or layout or for any other reason requested by you at any time after the Services have commenced will be paid for by you at the hourly rates from time to time applicable, provided you have been given prior written notice of such hourly rates and an estimate of how long the changes or other work will take.
3.4. In the absence of contrary agreement in writing, you will also pay our reasonable out-of-pocket expenses agreed with you in writing in advance, including, without limitation, standard-class travel expenses to your premises, purchase of consumables and telephone charges and any other such expenses incurred by Agorify in addition to any agreed Charges.
3.5. You agree to supply all Input Materials necessary for the performance of our work under this Agreement a sufficient period in advance to enable us to comply with our obligations. We will not be liable when any failure to meet any dates is caused by your delay.
3.6. Where we supply any materials to you on disk, dongle or other storage device we retain ownership of the disk or device and no hire of the disk or device shall occur.
3.7. Agorify grants you a non-transferable, non-exclusive, limited-use licence for the Term to use the Output Materials in accordance with this Agreement and the directions of Agorify from time to time.
4. CLIENT DATA
4.1. You shall own all rights, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
4.2. We shall follow the archiving procedures for Client Data as set out in the Service Level Agreement. In the event of any loss or damage to Client Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by us in accordance with the archiving procedure described in the Service Level Agreement. We shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by us to perform services related to Client Data maintenance and back-up).
4.3. We shall, in providing the Services, comply with our data security policy relating to Client Data, and our disaster recovery policy, in each case as set out in the Service Level Agreement.
4.4. If we process any personal data on your behalf when performing our obligations under this Agreement, both you and we agree it is our joint intention that you shall be the data controller and we shall be a data processor, and in any such case:
4.4.1. you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf;
4.4.2. you shall ensure that all relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
4.4.3. we shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you from time to time; and
4.4.4. you and we shall each take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5. CLIENT’S OBLIGATIONS
5.1. You represent, undertake and warrant to us as follows:
5.1.1. that you will use the Services only for lawful purposes;
5.1.2. that you will not use the Services in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you knowingly authorise or permit any other person to do so;
5.1.3. that you will not during the course of your use of the Services access, store, distribute or transmit:
(a) any material, which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic or blasphemous;
(b) any material containing a virus or other hostile computer program;
(c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes, or encourages or knowingly facilitates any infringement of, any patent, trade mark, design right, copyright or any other intellectual property right or of any person which may subsist under the laws of any jurisdiction;
5.1.4. that you will keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information;
5.1.5. that you will observe the procedures which we may from time to time prescribe and shall make no use of the Services which is in the sole opinion of Agorify detrimental to our other customers;
5.1.6. that you will only use the Services for your own internal purposes or the purposes of your business and you will not resell the Services or permit any third party to use any of the Services; and
5.1.7. that you will not use the Services to send unsolicited bulk email other than as expressly agreed with Agorify, and we reserve the right, without liability to you and without prejudice to any other rights or remedies we may have, to disable your access to the Services, any material, or any part of the Services in the event of any breach of the provisions of this clause.
5.2. In relation to Authorised Users, you undertake that:
5.2.1. the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the limits (if any) imposed by the level of subscription to the Services for which you have paid the Charges;
5.2.2. you shall maintain a written, up to date list of current Authorised Users and provide such list to Agorify within 5 business days of Agorify’s written request at any time;
5.2.3. you shall procure that all Authorised Users observe and comply with the terms of this
Agreement and ensure that you keep and all Authorised Users keep all passwords and passcodes strictly confidential at all times;
5.2.4. you shall permit Agorify to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at Agorify's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
5.2.5. if any audit referred to in clause 5.2.4 reveals that any password or pass code has been provided to any individual who is not an Authorised User, then without prejudice to Agorify's other rights, you shall promptly disable such passwords and passcodes and Agorify shall not issue any new passwords to any such individual;
5.2.6. if any of audit referred to in clause 5.2.4 reveals that you have underpaid Charges to Agorify, you shall immediately pay Agorify an amount equal to such underpayment.
5.3. You shall use all reasonable commercial endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify us.
5.4. You shall not:
5.4.1. replicate any XML/HTML source code from the Software or the Services;
5.4.2. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
5.4.3. access all or any part of the Services with a view to building or contributing to a product or service which competes with the Services.
6. TERM
6.1. This Agreement shall continue for a period of indefinite time from the Effective Date (the “Initial Period”), until terminated by not less than 30 days in writing given by either party to the other to expire on or before the end of the Initial Period or on or before any other subsequent anniversary of the Effective Date or until otherwise terminated in accordance with the terms of this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. All Intellectual Property Rights in the Software (including any developments made to the Software at the Client’s request), the Services and any Output Material shall, unless otherwise agreed in writing between the Client and Agorify belong to Agorify,
7.2. The Client warrants that any Input Material and its use by Agorify for the purpose of providing the Services will not infringe the Intellectual Property Rights or other rights of any third party and the Client shall indemnify Agorify against any loss, damages, costs, expenses or other claims arising from any such infringement.
7.3. Intellectual Property Rights in photos, graphics, CGI programs and other aspects of the Services which are not owned by Agorify remain the property of their respective owners and may only be utilised by the Client in accordance with this Agreement and the terms of any applicable licence.
7.4. Agorify asserts its moral rights in and in relation to the Software, the Services and the Output Materials and you confirm that you will not offer, copy, re-use or otherwise exploit or jeopardise the artistic or technical integrity of the Software and the Output Materials without the prior written consent of Agorify.
7.5. You will ensure that any copyright notice of Agorify shall not be removed or obscured on any Output Materials.
8. CONFIDENTIALITY
8.1. Any Input Material or other Confidential Information provided by the Client shall be kept confidential by Agorify and not used by Agorify for any purpose other than for the purpose of providing the Services to you, and all Output Material or Confidential Information provided by Agorify shall be kept confidential by the Client; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge or in the public domain at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party. This clause shall survive the termination of the Agreement.
8.2. During the Term, you warrant that you will not develop and have not developed a competing product or service or similar product or service to the Agorify application of the Services except for products made for your own internal use and not for sale, resale, distribution or licensing to third parties. During the Term you warrant not to solicit customers or former customers of Agorify or divert or seek to divert any customer from Agorify.
9. CHARGES and PAYMENT
9.1. Subject to any special terms agreed between the parties in writing, you will pay Agorify’s Charges and any additional sums which are agreed between Agorify and the Client for the provision of the Services or (in accordance with clause 3) which, in Agorify’s discretion (acting reasonably), are required as a result of your instructions, the inaccuracy of any Input Material or any other cause attributable in whole to you.
9.2. All Charges payable by you for the Services shall be in accordance with the scale of charges and rates as stated in the Licence Contract
9.3. Unless otherwise agreed in writing, Agorify shall be entitled to vary its charges from year to year by giving not less than 45 days' written notice.
9.4. Any additional sums payable by you under this Agreement shall be paid by you (together with any applicable Value Added Tax), within 30 days of receipt of Agorify's invoice.
9.5. If payment of any amount due under this Agreement is not made on the due date, Agorify may, without limiting any other rights it may have, charge interest on the outstanding amount (both before and after any judgment) at the rate of 2% per annum above the base rate from time to time of SEB Bank from the due date until the outstanding amount is paid in full.
9.6. For organisations outside of Sweden, charges are exclusive of Value Added Tax which shall, if applicable, be paid additionally by you at the rate prescribed by law on submission by us of a proper VAT invoice.
9.7. You acknowledge that the Services are provided using facilities provided to us by third parties. Agorify shall have the right to increase any agreed Charges at any time during the term of the Agreement to reflect increased costs to us from such third parties. However, if such an increase exceeds 10% of the Charge in question prior to such notice you shall be entitled to terminate this Agreement by written notice to us given by you within 60 days after service of our notice of increase to you. If you do so terminate, you will remain liable for all Charges (at the previous rate) up to the date this Agreement ends.
10. DEFAULT
10.1. Without prejudice to our other rights and remedies under this Agreement, if (i) any sum payable is not paid on or before its due date for payment in accordance with the provisions of this Agreement, or (ii) you commit any material breach of the terms of this Agreement and (where such remedy is capable of being remedied) do not remedy it within 30 days, or (iii) are subject to bankruptcy or insolvency proceedings (as defined in clause 10.3); we may at our sole discretion and without liability suspend or withdraw the Services or terminate this Agreement.
10.2 Without prejudice to your other rights and remedies under this Agreement, if (i) Agorify commits any material breach of the terms of this Agreement, or (ii) is subject to bankruptcy or insolvency proceedings (as defined in clause 10.3); you may at your sole discretion and without liability after the expiry of 30 days’ notice terminate this Agreement.
10.3. In this clause 10 “Bankruptcy or insolvency proceedings” means bankruptcy proceedings or inSweden sequestration proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress, diligence or seizure or suffering any similar action in consequence of any debt: or if the Client is a company, being the subject of proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction) or having a receiver or administrative receiver of any assets appointed.
10.4. You continue to be liable to pay all charges due during any period in which you are in breach of this Agreement.
10.5. On Termination, and subject to written notice to the client, we shall be entitled immediately to cease all provision of and access to the Services. We shall be entitled to delete all Client Data in our possession if any amounts due under this Agreement remain unpaid 30 days after Termination.
11. NOTICES
11.1. Any communication to be given in connection with this Agreement shall be in writing in English except where expressly provided otherwise and shall either be delivered by hand, email address to the application Admin User or sent by first class pre-paid/registered or recorded post.
11.2. Such communication shall be sent to the address of the relevant party set out at the head of this Agreement or to such other address as may previously have been communicated to the other party in accordance with this clause 11.2. Each communication shall be marked for the attention of the person specified below.
Party For the attention of Client [Head of Events] Agorify Support Manager
11.3. A communication sent according to clause 11.1 shall be deemed to have been served:
(a) if delivered by hand at the address referred to in clause 11.2, at the time of delivery;
(b) if sent by first class pre-paid post to the address referred to in clause 11.2, at the expiration of two clear days after the time of posting in the case of inland post, and five clear days after the time of posting in the case of international post; and
(c) if sent by email, to the email address nominated in writing by the receiving party for the purpose, at the time of completion of transmission by the sender provided a successful transmission or delivery receipt is generated and retained.
If, under the preceding provisions of this clause 11, a communication would otherwise be deemed to have been delivered outside normal business hours in the place of receipt being 8:30 a.m. to 5:30 p.m. on a Business Day, it shall be deemed to have been received at 8:30am on the next Business Day.
12. FORCE MAJEURE
12.1. Except in relation to the payment of money, a party shall not be liable for any breach of this Agreement or for any delay or failure in the performance of any of its obligations under it to the extent that such breach, delay or failure is caused by an act beyond its reasonable control, including war, civil disorder, industrial disputes, earthquake, flood, storm, or other natural disaster, act of terrorism, acts of local or central government or other competent authorities.
13. WARRANTY AND LIABILITY
13.1. Agorify warrants to the Client that the Services will be provided using reasonable care and skill, that it has the power to enter into and to execute, deliver and perform the obligations contained in this Agreement, and that the provision of the Services in accordance with this Agreement will not infringe the Intellectual Property Rights of any third party.
13.2. Except as otherwise agreed in writing, Agorify gives no warranty that the Services or any Information Product generated using them will meet any particular commercial or other requirement of the Client.
13.3. Except as expressly stated in this Agreement, Agorify does not give any warranty, representation or guarantee in respect of the Services, including as to their quality and fitness for purpose, and all other warranties, representations and guarantees (including those implied by law) are hereby excluded to the maximum extent permissible in law.
13.4. Agorify shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
13.5. Agorify shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Information Product nor by reason of the fact that any Information Product is not complete, correct, accurate, legible, in sequence or in the required form, or arising from the late arrival or non-arrival of any such Information Product.
13.6. Subject to clause 13.9, Agorify shall not be liable to the Client under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, for any loss of profit, loss of business, loss of anticipated savings, loss of or corruption to data or third party claims, or for any indirect, special or consequential loss, damage, costs, expenses or other claims.
13.7. Subject to clause 13.9, the maximum aggregate liability of Agorify under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the amount of the Charges actually paid by the Client for the Services in the 12 months prior to such liability arising.
13.8. You acknowledge that Agorify has no control over the information transmitted via the Services and that Agorify does not examine the use to which you put the Services or the nature of the information you are sending or receiving. Accordingly, Agorify hereby excludes all liability of any kind for the transmission or reception of information of whatever nature.
13.9. Nothing in this Agreement shall exclude our liability for death or personal injury resulting from negligence.
13.10. In any event no claim may be brought by you or on your behalf in connection with this Agreement unless you have notified us of the claim in writing within 90 days of the occurrence of the circumstances giving rise to such claim.
14. GENERAL
14.1. This Agreement and any Schedules hereto constitute the entire agreement between the parties, supersede any previous agreement or understanding between them, and may not be varied except in writing between the parties.
14.2. No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.3 Both parties signing below warrant his or her authority to bind the Client and Agorify respectively.
14.4. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. The Client may not assign any of its rights or obligations under this Agreement without the prior written consent of Agorify. Agorify may assign all its rights and obligations under this Agreement on written notice to the Client in connection with a sale of all or a substantial part of its assets.
14.5. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.
14.6. This Agreement becomes effective from the day you have agreed to this Terms and conditions by creating an account in Agorify.
14.6. Swedish law shall apply to this Agreement, and the parties agree to submit to the non-exclusive jurisdiction of the Swedish courts to settle any dispute which may arise out of or in connection with this Agreement.
14.7. Neither party shall pledge the credit of the other party nor represent itself as being the other party, nor an agent, partner, or employee of the other party, nor hold itself out as such nor as having any power or authority to incur any obligation of any nature express or implied on behalf of the other party and nothing in this Agreement shall operate so as to constitute either party an agent, partner, or employee of the other party.
14.8. This Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.