USA Standard Terms & Conditions 21st August 2023
Last update: 21st August 2023
1. Contract between Paiger Limited and customer
1.1. No contract shall subsist between Paiger Inc. (Paiger) and the Customer until the earlier of the Customer completing an Order Form or the Customer first using the Software provided by Paiger.
1.2. Use of the Software includes accessing it, perusing it, linking to it, copying any of the content on it or using any of the functionality offered via it.
1.3. The contract between Paiger and the Customer shall comprise the completed Order Form (either paper or online sign up via the Paiger Website) and these terms (the Contract). This is to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or other document).
1.4. Please read these terms carefully before using the Software. If you do not agree to these terms and conditions of service, you must not use the Software.
1.6. The services shall comprise all of the functionality provided to the Customer through the use of the Software and accessed via the Paiger Website from time to time (the Services.)
1.7. The following additional terms also apply to use of the Software and Services:
1.7.1. Our Data Processing Agreement, which sets out the terms on which Paiger processes personal data for Customers (as defined in the UK GDPR)
1.8. Paiger may amend its Terms of Service at any time by publishing a new version of the Terms of Service on its Website (Amended Terms of Service.) The Amended Terms of Service will apply to this Agreement following the end of the Initial Term and any further versions of the Amended Terms of Service will apply from the start of an Extension Term and so on for subsequent Extension Terms. For the avoidance of doubt, each Extension Term may be subject to different versions of the Terms of Service. Customer is advised to check the Website for Amended Terms of Service with enough time to issue a cancellation notice in accordance with clause 3.1, if Customer does not accept the Amended Terms of Service.
2. Definitions and Construction
2.1. In this Contract the following expressions shall apply (save where the context otherwise requires):
“Charges” means the fee payable in respect of the Services, as set out in the Order Form and as they may be amended from time to time.
“Contract Start Date” means the date that the Contract starts as set out in the Order Form
“Contract End Date” means the date that the Initial Term of the Contract ends as set out in the Order Form
“Service Start Date” means the date on which it has been agreed the customer can first use the Services. Where blank the Service Start Date shall be the Contract Start Date.
“Confidential Information” means all information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by one party to this Contract to the other, which relates to the business of the disclosing party and which is marked as ‘confidential’ or which a reasonable individual would recognise was of a confidential or sensitive nature;
“Collective Management Organisation” means an organisation authorised to collect royalties on behalf of Intellectual Property owners.
“Customer” means the organisation, corporate body or other party specified on the Order Form as procuring the Services.
“Customer Data” means all data processed by Paiger or otherwise provided to Paiger pursuant to this Contract including, but not limited to, any personal data
“Intellectual Property Rights” means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.
“Order Form” means the document detailing the Customer’s order for Services, and which contains various commercial details relating to the same.
“Services” means the services provided by Paiger to the Customer
“Software” means the software used by us to provide the Services which is either our proprietary software or third party software licensed to us.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the UNITED KINGDOM DPA 2018
“Website” means content-app.com, a website owned and operated by Paiger and where the Customer can gain access to the Software and Services
2.2. The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.
2.3. Unless the context otherwise so requires:
2.3.1. references to you and us include our permitted successors and assigns;
2.3.2. references to statutory provisions include those statutory provisions as amended or re-enacted;
2.3.3. references to any gender include all genders;
2.3.4. words in the singular include the plural and in the plural include the singular.
3.1. The initial term of the Contract shall be the period stated on the Order Form as indicated by the Contract Start and End Date or if no dates are agreed or no Order Form is completed, 12 months from first use (Initial Term.) The Contract will automatically renew for a period of 12 months from the Contract Start Date (Extension Term) and every anniversary thereafter of the Contract Start Date unless the Customer provides written notice expressing a wish to cancel, to [email protected] no later than 30 days before the anniversary of the Contract Start Date.
3.2. The Term of the Contract shall be the Initial Term plus all Extension Terms.
3.3. This Contract shall continue for the Initial Term and for any Extension Terms invoked pursuant to clause 3.1 unless or until terminated by either party in accordance with clause 11.
3.4. Access to the Services may not commence on the Contract Start Date and we shall be entitled to suspend access to the Services until we are satisfied that we have received payment of the Fee in full.
3.5. Where the Customer is using the “Marketing Agencies” service (as specified on the Order Form) the company for which they utilise the service on behalf of may be changed at a maximum frequency of once every 3 months.
4. Obligations of Paiger & The Customer
Obligations of Paiger
4.1. In consideration of the Customer’s timely payment of the Fee, Paiger agrees with effect from the Service Start Date, to supply the Services and licence the Software to the Customer on a non-exclusive basis pursuant to the terms of this Contract.
4.2. The Customer agrees to receive the Software as a service and accordingly the licence to use the Software is subject to the following conditions:
4.2.1. Non-Exclusivity: the licence is non-exclusive and Paiger shall remain entitled to grant similar or identical licences to use the Software to any third parties without restriction;
4.2.2. Transferability: the licence is non-transferable or sub-licensable, and the Customer shall not permit or purport to transfer the licence to any third party (nor offer the Software on a bureau basis) without first obtaining Paiger’s explicit written permission to do so and in full knowledge that further fees may be negotiated by Paiger and payable before such consent is provided (This clause does not preclude use of the Services by any part of the Customer’s Group, as defined by internal revenue code §1563.)
4.2.3. Purpose: the Software may only be used by the Customer for internal business operations save where Paiger has entered into a written agreement setting out other terms.
4.2.4. Duration: the licence shall endure for the full Term of this Contract after which the Customer’s right to use or have access to the Software shall end.
4.3. Paiger shall use reasonable skill and care when providing the Services and comply with applicable laws in the United States of America relating to the provision of the Services.
4.4. Paiger makes no representation or warranty that:
4.4.1. the Service shall be uninterrupted, is free from error or completely secure; or
4.4.2. there shall be continuous availability for content sourced from third parties or
4.4.3. other channels operated by a third parties and incorporated or otherwise integrated into the Services shall be error-free.
4.5. For the avoidance of doubt, Paiger makes no warranty that use of the Service will guarantee or enable compliance with any particular laws, regulations or codes of conduct. Compliance with any legal requirements to which the Customer may be subject is entirely the Customer’s responsibility and Paiger shall have no liability or responsibility in respect of the same.
4.6. Paiger makes no representation or warranty that any information provided by or contained within the Services or Software shall be accurate, complete or up-to-date and the Customer shall be responsible for verifying any such information on which the Customer may choose to rely.
4.7. Except for the express warranties set forth in this Clause 4, the Services are provided on an “as is” basis, and use of the Services is at the Customer’s own risk. Paiger does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. We do not warrant that the Software or Services will be uninterrupted, error-free, or completely secure.
4.8. Paiger does not and cannot control the rate of flow of data to or from our network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Internet (or portions thereof). Although Paiger will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Paiger cannot guarantee that such events will not occur. Accordingly, Paiger disclaims any and all liability resulting from or related to such events.
4.9. Each party recognises that it is impossible to maintain flawless security but (where relevant) Paiger shall take all commercially reasonable steps to prevent security breaches in their servers’ interaction with the Customer and security breaches in any interaction with resources or users outside of any firewall that may be built into the Services.
4.10. Paiger may temporarily suspend and/or alter the operation of the Services for legal, security or technical reasons and shall use all reasonable endeavours to notify the Customer as far in advance as possible of any suspension or significant alteration. The Customer acknowledges that prior notice may not always be possible.
Obligations of the Customer
4.11. The Customer shall provide Paiger with all necessary cooperation in relation to this Contract
4.12. The Customer shall not disclose its user logins or passwords for the Services to any third party.
4.13. The Customer shall ensure that only its authorised personnel access the Services and such personnel use a unique login and password to access the Services.
4.14. The Customer is responsible for ensuring that its use of the Services comply with all applicable laws, regulations and codes of practice and will not be harmful, discriminatory, defamatory or infringe the copyright, trademark or other rights of any third party.
4.15. The Customer is responsible for checking whether a licence is required from any Collective Management Organisation in relation to use or sharing of content accessed through the Services. The Customer shall comply with the terms and conditions and shall be responsible for the payment of all charges to any Collective Management Organisation or other third party it contracts with pursuant to its use of the Services.
4.16. The Customer shall not
4.16.1. publish, disclose, reproduce or create derivative works from any information obtained pursuant to the Customer’s use of the Services unless expressly agreed to in writing by Paiger; or
4.16.2. attempt to obtain or assist third parties (other than authorised personnel) to obtain access to the Software and Services; or
4.16.3. observe, study or test the Software, except to the extent permitted by law; or
4.16.4. copy, make modifications to, reverse engineer or decompile the software supporting the Services, except to the extent permitted by law.
4.17. In the event that the Customer is in breach of any of its obligations (including, for the avoidance of doubt, timely payment of the Charges) under this Contract, then Paiger cannot be held responsible for failure to provide the Services as a result (directly or indirectly) of a Customer breach. Upon a Customer breach, Paiger shall be entitled to:
4.17.1. charge the Customer for staff time engaged on rectifying any resulting problems at our then current standard charging rates; and
4.17.2. without any liability terminate or suspend the Services (including, for the avoidance of doubt, by way of restricting or blocking your access to the Software) without prejudice to any other pre-existing rights and obligations of either party.
4.18. The Customer is responsible for all content uploaded, posted, published, displayed, emailed or otherwise transmitted by its personnel when using the Services and the Customer hereby indemnifies Paiger against any actions initiated by a third party from the Customers use of the Services contrary to the terms of this Contract.
4.19. For the avoidance of doubt, the Customer must prevent its personnel distributing content which:
4.19.1. infringes any intellectual property or other proprietary rights of any party;
4.19.2. forges headers or otherwise manipulates identifiers to disguise the origin of any materials posted or transmitted using the service; or
4.19.3. they have no right to upload under any law or under contractual or fiduciary relationships; or
4.19.4. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
4.19.5. poses or creates a privacy or security risk to any person; or
4.19.6. constitutes unsolicited or unauthorized advertising, promotional materials or commercial activities; or
4.19.7. is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libellous, lewd, profane, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or
4.19.8. to stalk, intimidate and / or otherwise harass another, to incite others to commit any of the above acts, to harm minors in anyway.
4.20. The Customer and its personnel must not use any data mining, robots or other data gathering and extraction methods on the Software or otherwise in connection with the Services.
4.21. The Customer shall give notice to Paiger if the Customer becomes aware of any unauthorised use or exploitation of the whole or any part of the Services.
4.22. The Customer agrees Paiger has the right to impose reasonable size limits on the storage utilized on Paiger servers by the Customer during its use of the Services. Size limits can be imposed by requesting the Customer to delete excessive content or to pay additional charges for storage at rates to be agreed between the parties.
5. Charges and payment for the use of the services
5.1. The Charges are as stated on the Order Form are in USD and are exclusive of any sales, use, excise, VAT, GST or other taxes, which sale be added where applicable and are the responsibility of the Customer. The Charges are payable from the Contract Start Date.
5.2. Invoicing frequency and payment terms shall be as stated on the Order Form.
5.3. Where the Order Form does not specify, the invoicing frequency shall be monthly and the payment terms are 7 days from the date of the invoice.
5.4. Where the Order Form states
5.4.1. “ACH / Direct Debit” in the payment terms, the Customer must sign up via GoCardless to settle Paiger invoices using the GoCardless service.
5.4.2. “Recurring Credit Card” in the payment terms, the Customer must set up a recurring credit card payment using the link provided by Paiger once the Order Form has been processed.
5.5. The Customer must notify Paiger of any disputed invoices within 7 days of issue.
5.6. If the Customer fails to pay any undisputed amount by the due date (Late) then:
5.6.1. Paiger reserves the right to charge interest on a daily basis at the rate of 4% per annum above The Federal Reserve base interest rate in force from time to time on all Charges that are Late; and/or
5.6.2. Without prejudice to any other right or remedy available to Paiger, Paiger shall be entitled to suspend the Customer’s access to the Services until full payment has been made of all outstanding Charges. Any suspension to the Customer’s access shall be notified at least 48 hours in advance of any such suspension.
5.7. In the event that the Customer does not exercise their right to cancel before 30 days before the anniversary of the Contract Start Date, the Customer is obligated to pay for the entire Extension Term at the rate specified in the Order Form.
5.8. Where Paiger seeks to increase the Charges for the Services for the next Extension Term, the Customer shall have the right to cancel at any time in the period commencing 30 days prior to the anniversary of the Contract Start Date and ending 90 days after the anniversary of the Contract Start Date.
5.9. Each user account of the Customer comes with a weekly credit allowance for use of the Ghostwriter feature. If the allowance is fully utilised during the course of any week the Ghostwriter feature will not function until the credit allowance is re-set at the start of the next week. Paiger reserves the right to increase or decrease the weekly credit allowance at its own discretion, any decrease not to reduce the credit allowance below 20 per user account per week.
5.10. Where Paiger wishes to increase Charges it will notify all customers in writing setting out the planned increases in Charges no less than 30 days before such increases are to take effect. Following receipt of such notification, the Customer shall have the right to cancel the Contract during the 30 day period commencing the on the date notification of the price increase is issued.
5.11. At each anniversary of the Contract Start Date the minimum number of user licences chargeable for the Extension Term shall be set to the number of user licences on your account on that date, or the user licences stated on your initial Order Form, whichever is higher.
6. Intellectual property rights
6.1. The Customer acknowledges that Paiger is the owner or licensee of all intellectual property rights in the Software and that the Customer has no rights in, or to, such intellectual property other than the right to use the Services in accordance with the Contract.
6.2. Paiger warrants that it has all necessary rights, title and interest in order for the Customer to benefit from this Contract. However, some functions of the Software and Services enable the Customer to access content, services and materials that may be subject to third-party rights (such as those managed by Collective Management Organisations) and the Customer shall need to procure the licences and rights to use such services and materials and adhere to the terms thereto in accordance with clause 4.15.
6.3. The Customer hereby grants to Paiger a non-exclusive, royalty-free, world-wide licence during the Term to use, copy, reproduce, and manipulate Customer Data provided by the Customer or resulting from the Services and the Customer agrees that Paiger may use anonymised personal data and non-identifiable aggregated customer-related data in marketing materials, reports and other commercial products.
6.4. Paiger shall indemnify the Customer against all damages, costs, charges, losses, liabilities and expenses incurred by the Customer arising from or incurred by reason of any third party claim or suit alleging that the use the Software infringes any Intellectual Property Right belonging to a third party anywhere in the world.
6.5. In order to make a claim under this indemnity, the Customer shall:
6.5.1. promptly notify Paiger in writing of any such claim or suit;
6.5.2. make no admissions or settlements without the prior written consent of Paiger.
6.5.3. at the request and expense of Paiger, to allow Paiger complete control over any negotiations or litigation and/or the defence or settlement of such claim or suit; and
6.5.4. give Paiger all information and assistance as Paiger may reasonably require.
6.6. Paiger shall have no obligations under Clause 6.4 to the extent that any alleged infringement arises from:
6.6.1. modifications made by the Customer to the Software not permitted to be made under this Contract; and
6.6.2. use of the Services in any manner in breach of this Contract; and
Paiger expressly disclaims any liability (including but not limited to under the terms of this indemnity) to the Customer in relation to claims from third-party publishers of news or other website bases content accessible through the Website.
6.7. In the event that the use of the Software by the Customer infringes or, if in the opinion of Paiger, is likely to be held to infringe any Intellectual Property Right belonging to a third party, Paiger may, at its option and expense either (i) procure for the Customer the right to continue using the Software free from any liability for such infringement or (ii) modify or replace the Software so as to avoid the infringement but providing the Customer with substantially the same functionality and performance or (iii) terminate the Contract upon payment of a pro rata refund of the Charges calculated by reference to the date the infringement was identified to the date of termination.
7. Data protection
8.1. Both parties to this Contract agree to keep the terms and any and all information that is obtained about the business, finances, technology and affairs of the other party strictly confidential during the Term of this Contract and thereafter in accordance with Clause 8.7
8.2. The Customer agrees that whilst it remains a customer of Paiger, Paiger may refer to the Customer as being a customer by name and/or use of the Customer’s trademark (including the Customer’s logo) on Paiger’s Website and on any other marketing materials produced by Paiger from time to time. The Customer hereby grants to Paiger a non-exclusive, royalty-free, world-wide licence during the Term to use the Customer’s trademark (including the Customer’s logo) for this purpose.
8.3. Each party shall, on request, return to the other all Confidential Information of the other party (whether held by it or its officers, employees, agents or contractors) which is in a physical form (including all copies) and shall, on request, destroy any other records (including, without limitation, those in machine-readable form) containing Confidential Information.
8.4. The provisions of this Clause 8 shall not apply to information which:
8.4.1. is trivial or obvious;
8.4.2. is in or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
8.4.3. is lawfully received from a third party free of any obligations of confidence at the time of its disclosure;
8.4.4. is independently developed by the recipient, its officers, employees, agents or contractors;
8.4.5. is required by law, by court or governmental order to be disclosed; or
8.4.6. is communicated to a third party with the express written consent of the disclosing party.
8.5. Both parties, without prejudice to any other rights or remedies which the other party may have, acknowledge and agree that damages may not be an adequate remedy for any breach by the other of the provisions of this Clause 8 and that each shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by the other party and no proof of damages shall be necessary for the enforcement by any party of its rights under this Clause 8.
8.6. Each party shall indemnify the other in respect of all actions, claims and losses which the other party may incur arising out of a breach of any of the terms contained in this clause 8
8.7. The obligations under this Clause 8 shall survive for a period of 3 years from the date of expiry or termination of this Contract.
9. Limitation of Liability
Except as expressly and specifically provided in this Contract, the Customer assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use.
9.1. This clause sets out the entire financial liability of Paiger to the Customer in respect of:
9.1.1. any breach of the Contract;
9.1.2. any use made by the Customer of the Services; and
9.1.3. any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract.
9.2. Nothing in the Contract shall exclude or limit liability for death or personal injury resulting from the negligent breach of statutory duty or for fraud or for any other liability that cannot be excluded or limited by law.
9.3. Neither party to this Contract shall be liable to the other under or in connection with the Contract for any indirect, special or consequential loss or damage, loss of business or goodwill, loss of profit or loss of revenue, loss of anticipated savings, loss of goodwill, wasted expenditure or loss of or damage to data.
9.4. Except that claims made pursuant to clauses 4.18, 6.4, 8.6 and the terms of the data processing agreement shall be uncapped, the total liability of one party to the other in respect of any loss or damage under or in connection with the Contract shall not exceed the aggregate amount of Charges paid by the Customer, in the twelve months immediately preceding the incurring of such loss or damage.
9.5. The Customer agrees that it is in a better position to foresee and evaluate any loss suffered in connection with this Contract and that the Charges have been calculated on the basis of the limitations and exclusions in this Clause 9 and that the Customer will put in place insurance as is suitable having regard to its particular circumstances and the terms of this Clause 9.
10.1. Either party may terminate the Contract:
10.1.1. immediately upon written notice to the other party if the other party commits any material or persistent breach of any of the provisions of the Contract and, in the case of a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied; or
10.1.2. immediately upon written notice to the other party if the other party shall cease to carry on its business or shall have a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as they fall due.
10.2. Paiger shall have the right, without prejudice to our other rights or remedies, to terminate this Agreement immediately by notice to the Customer if (i) the Customer undergoes a change of control which does not result in control passing to a company that, immediately prior to the change in question, was within the Group of the Company or (ii) the Customer sells all of its assets or is merged or re-organised in circumstances where the Customer is not the surviving entity (iii) if it ceases to offer the Services; or (iv) the Customer disputes the ownership or validity of Paiger’s Intellectual Property Rights.
10.3. Upon termination of the Contract:
10.3.1. the Customer shall pay Paiger all outstanding Charges
10.3.2. the Customer shall immediately cease using the Services and permanently delete all login passwords for the Services; and
10.3.3. the parties shall return each other’s Confidential Information in accordance with clause 8.
10.3.4. Termination of the Contract shall not affect the accrued rights or liabilities of the parties under the Contract nor any provision of the Contract which is expressed or required to survive or operate in such event.
11. Force Majeure
11.1. Neither party shall be liable for any delay or non-performance (except in respect of payment) under the Contract caused by any event beyond its reasonable control (a “Force Majeure Event”) provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the Contract. Force Majeure events shall include but not be limited to: acts of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute (except involving a party’s own employees), pandemic or epidemic, illness, flood, fire or tempest. If the Force Majeure Event continues for more than one month, the party not subject to the Force Majeure Event may terminate the Contract by notice in writing to the other party.
12.1. Any notice pursuant to this contract shall be in writing and deemed to have been served:
12.1.1. if hand-delivered at the time of delivery;
12.1.2. if by first class recorded delivery within the United Kingdom, sent to the address of the party set out in the Order Form, two days after posting;
12.1.3. if by registered airmail from outside of the United Kingdom, sent to the address of the party set out in the Order Form, seven days after posting;
12.1.4. if sent by email address at the time of receipt.
12.2. Paiger’s email address for service of notices is to the [email protected]
12.3. Customer’s email address for service of notices is the email address provided as part of user login or on the Order Form.
13.1. The Contract contains the entire agreement between the Parties relating to the subject matter covered and supersedes any previous agreements or arrangements (written or oral) between the Parties in relation to such matters. No amendment, variation or modification of the Contract shall be deemed valid unless it is in writing and signed by the Parties.
13.2. Neither party shall assign, transfer or deal in any other manner with all or any of its rights or obligations under the Contract without the express written consent of the other party. Such Consent not to be unreasonably withheld or delayed.
13.3. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Party) Act 1999 to enforce any terms of the Contract.
13.4. Nothing in the Contract shall be construed as creating a partnership, joint venture or agency of any kind between the Parties.
13.5. No failure or delay by either party in exercising any of that party’s rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No right or remedy of either party under the Contract shall be deemed to be waived unless the waiver is in writing and signed by both Parties. No waiver of any breach of the Contract is a waiver of any subsequent or other breach.
13.6. If any provision of the Contract shall be held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the Contract shall not be affected. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
13.7. In the event of a conflict between the Order Form and the Contract, the Parties agree that the Order Form shall prevail.
13.8. The Services, other technology Paigers makes available, and derivates thereof may be subject to export laws and regulations of the United States of America and other jurisdictions. Each part represents that it is not named on an U.S. government denied-party list. Customer shall not permit Users to access or use the Services in violation of any U.S. or united Nations export embargo, prohibition or restriction.
13.9. The Contract shall be governed as follows:
(i) if the Customer is headquartered in the United States of America, The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law
(ii)If the Customer is headquartered outside the United States of America, the laws of England and Wales the Parties submit to the exclusive jurisdiction of the courts of England to settle any dispute concerning the Contract.
In each case excluding
(i)It conflicts of laws principles.
(ii)The United Nations Convention on Contracts for the International Sale of Goods
(iii)The Uniform Computer Information Transactions Act (UCITA) as adopted by any state.