1 LICENSED PRODUCTS
1.1 Licence grant. Subject to the Customer complying with the terms of this Agreement, Evaluate hereby grants to the Customer a non-exclusive, worldwide, revocable, non-transferable and non-sub-licensable licence to permit the Authorised Users to use the Licensed Products identified in the Order Form for the Order Term solely for the Customer’s internal business purposes and for the Permitted Use set out in the Order Form. Authorised Users means those employees of the Customer who are authorised to use the Licensed Product in accordance with the terms of the Order Form. For the avoidance of doubt, Licensed Products includes subscription products, data products and SaaS products that may be identified in an Order Form
1.2 Terms applicable to Licensed Products. The Customer will:
(a) ensure that each Authorised User maintains a secure password, and keeps it confidential;
(b) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Licensed Product and, in the event of any such unauthorised access or use, promptly notify Evaluate in writing;
(c) ensure that each Authorised User is aware of the terms of this Agreement;
(d) ensure that Authorised Users appropriately cite and credit Evaluate as the source in a format agreed with Evaluate if they quote and excerpt Licensed Information as permitted by this Agreement; and
(e) be liable for all acts and omissions of each Authorised User.
1.3 Unauthorized technology. Unless expressly permitted elsewhere in this Agreement for the relevant Licensed Product, the Customer must not, and will procure that each Authorised User will not: (i) introduce any malicious software into Evaluate IP or network; (ii) run or install any computer software or hardware on the Licensed Products; (iii) download or scrape data from the Licensed Products; (iv) perform any text or data mining or indexing of the Licensed Products or any underlying data; (v) except to the extent incapable of exclusion or restriction under Applicable Law attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of a Licensed Product in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form or attempt to derive source code from all or any part of the Licensed Product; (vi) use any API, the content returned from usage thereof and/or other engines, software, tools, devices or robots, to “scrape”, “crawl”, “spider”, build databases or otherwise create copies of such content, or keep cached copies of such content longer than the Order Term; or (vii) access, store, distribute or transmit material that is defamatory, obscene, offensive, discriminatory or illegal or causes damage or injury to any person or property.
1.4 Licence restrictions. Unless expressly permitted by this Agreement, the Customer will not, and will procure that each Authorised User will not, as a condition of the licence granted by Clause 1.1:
(a) use the Licensed Products to create or assist any third party to create, directly or indirectly, a Licensed Product and/or service that competes with a Licensed Product or, where applicable, any software application containing functionality the same as or similar to the functionality of a Licensed Product;
(b) use the Licensed Products for any activity that violates any law or regulation, or in such a way that infringes any third party rights;
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, create derivative works based on or otherwise exploit, or otherwise make available, a Licensed Product to any third party except to the Authorised Users on the basis set out in this Agreement;
(d) publish information derived from the Licensed Product(s), use any data contained in the Licensed Product(s) for viewing or presentation purposes to any third party or distribute or sell any viewing or presentation software designed to access the information in the Licensed Product, or attempt to obtain, or assist third parties in obtaining, access to a Licensed Product; or
(e) use the Licensed Products other than strictly in accordance with the Permitted Use.
1.5 Effect of breach of licence restrictions. Evaluate reserves the right to suspend the Customer’s access to a Licensed Product at any time if Evaluate has reasonable cause to believe that the Customer is in breach of this Agreement.
1.6 Discontinuation of and changes to Licensed Products. Evaluate may discontinue a Licensed Product at any time on at least thirty (30) days’ prior written notice and in this event will refund a pro rata portion of the Fees due to the discontinuation of a Licensed Product as a whole (which pro rata refund is Evaluate’s sole liability due to such discontinuation). Evaluate may modify the Licensed Product(s) from time to time and will use reasonable efforts to notify the Customer of significant changes. If Evaluate changes the fundamental nature of a Licensed Product, the Customer may terminate its subscription to that Licensed Product only by giving 14 days’ written notice to Evaluate, in which case Evaluate will provide a refund calculated on a pro rata basis.
1.7 Change in Customer’s business. The Customer acknowledges that if it has an enterprise wide or site wide licence, the Fees have been calculated based on the anticipated number of Authorised Users as at the date of this Agreement. The Customer will promptly notify Evaluate in writing if a corporate transaction or event has occurred or is likely to occur which will lead to an increase in the number of Authorised Users (a “Corporate Event”). Following such notification, Evaluate may offer the Customer an opportunity to increase the number of Authorised Users with respect to the relevant Licensed Product in order to accommodate the use of the Licensed Product by those additional employees of the Customer or its affiliates who the Customer wishes to use the Licensed Products as a result of the Corporate Event (“New Users”) (such offer being a “Revised Subscription Offer”), subject to the payment of an increased Fee with respect to the relevant Licensed Product (“Extension Fee”). The Customer may at its discretion:
(a) accept the Revised Subscription Offer, in which case the Customer will pay the Extension Fee and New Users will be deemed to be Authorised Users under this Agreement; or
(b) reject the Revised Subscription Offer, in which case New Users will not be deemed to be Authorised Users under this Agreement and will have no right to use the relevant Licensed Product for any purpose.
1.8 APIs. If the Licensed Product is an API, the Licensed Product will include any source code, executable application and/or other materials the Licensor makes available to Customer along with the API together with any user instruction manuals, guidelines and protocol.
1.9 Third parties. If the Customer wishes to provide access to any third party, it must make a request in writing to Evaluate. Any third party access will only be granted in Evaluate’s sole discretion and will be subject to any conditions required by Evaluate, which may include the payment of an additional fee or the execution of additional agreements by the Customer and/or the third party.
2 SERVICES
2.1 Performance of Services. Where an Order Form provides that Evaluate will provide Services (including Deliverables) to the Customer, Evaluate will:
(a) apply such time, attention, and reasonable skill and care as may be necessary or appropriate for its performance of the Services; and
(b) use all reasonable endeavours to meet any agreed delivery times for the provision of such Services and Deliverables.
2.2 Licence of Deliverables. Evaluate hereby grants to the Customer a non-exclusive, non-transferable, perpetual, worldwide licence to use its IP in the Deliverables identified in the Order Form solely for the Customer’s internal business purposes and for the Permitted Use set out in the Order Form. For the avoidance of doubt, the licence granted by this Clause 2.2 relates only to Deliverables and not to any Licensed Products.
2.3 Use of Deliverables. Evaluate will not distribute any Deliverables to any third party without the prior written consent of the Customer, but Evaluate may use any and all underlying information or data generated or produced by the Customer in connection with its performance of the Services or the preparation of any Deliverables.
2.4 Changes. Either Party may request to change any aspect of the Services, provided that no change will take effect unless and until such change has been agreed in writing and signed by both Parties.
2.5 Knowledge. The Customer acknowledges that Evaluate may freely use its general knowledge, skills and experience, including knowledge, skills and experience gained by it while providing Services to the Customer, provided it does not use the Customer’s Confidential Information.
3 CUSTOMER OBLIGATIONS
3.1 Customer requirements. The Customer will:
(a) co-operate with Evaluate in all matters related to the provision of Licensed Products and/or Services under this Agreement and provide such assistance and resources as will be reasonably necessary to facilitate the timely provision of Services and Licensed Products by Evaluate;
(b) comply with applicable law at all times;
(c) carry out all Customer responsibilities referred to in the Order Form (or otherwise agreed by the Parties in writing) in a timely manner and by any specific dates set out in that Order Form; and
(d) obtain and maintain all necessary licences, consents and permissions necessary for Evaluate to perform its obligations under this Agreement.
3.2 Fees. The Customer will pay all Fees and other agreed charges, disbursements and other expenditure in accordance with Clause 4. The Customer will be responsible for all costs of any testing and onboarding requirements not set out in an Order Form.
3.3 Customer Materials. The Customer will deliver to Evaluate, in accordance with the delivery terms set out in the Order Form, all Customer Materials agreed in the Order Form or otherwise necessary for the provision of any Services by Evaluate. The Customer will have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Materials.
3.4 Customer instructions. Evaluate will be entitled to rely on all information and instructions provided by or on behalf of the Customer as being complete, accurate and up to date.
3.5 Relief Events. To the extent any act or omission of the Customer (or those for whom it is responsible) prevents Evaluate from performing, or delays Evaluate’s performance of, its obligations under this Agreement (“Relief Event”), Evaluate will be relieved of such obligations to the Customer, and in these circumstances Evaluate: (i) will not be liable for any Losses incurred by the Customer as a result of any such Relief Event; and (ii) may charge the Customer any additional costs and expenses that it incurs as a result of such Relief Event.
4 FEES AND PAYMENT
4.1 Invoicing. Evaluate will submit invoices for the fees as set out in an Order Form (the “Fees”) and any agreed expenses to the Customer in accordance with the Order Form.
4.2 Payment. The Customer will pay the Fees and agreed expenses, together with all applicable tax, set out in an invoice submitted by Evaluate no later than thirty (30) days from the date of that invoice (or by such other date as stated in the Order). The Customer will verify any request to change payment details with Evaluate prior to updating any bank account or other payment details.
4.3 Disputes. The Customer must raise any invoice disputes within fourteen (14) days. Any undisputed sums must be paid in accordance with the terms of the invoice.
4.4 Late payment. Without prejudice to the provisions of Clause 11, if an invoice is unpaid by the due date, then Evaluate may, at its option and without prejudice to any other remedy at any time after payment has become due:
(a) suspend the provision of any Licensed Products and Services to the Customer until the relevant invoice has been paid in full; and
(b) charge interest on any overdue amounts from the due date until and including the date of actual payment, after as well as before judgement, accruing on a daily compound basis, at the rate of 3% per annum above the base rate for the time being of Barclays Bank plc.
4.5 Set-off. The Customer will pay Evaluate the Fees in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of applicable tax as may be required by applicable law), together with any agreed expenses and any applicable tax due on the Fees.
4.6 Tax. The Fees are stated exclusive of tax, and the Customer will be solely liable for all applicable tax. If any withholding tax is payable on any amount payable to Evaluate under an Order Form, the Customer will be responsible for paying such additional amount as will ensure that, after payment of the withholding tax, Evaluate receives an amount equal to that which would otherwise be payable under that Order Form.
4.7 Fees for Renewal Term and Multi Year Orders. The Fees payable for the provision of a Licensed Product in each Renewal Term will be the standard Evaluate rates then in effect for the relevant Licensed Product, as notified by Evaluate to the Customer on or before the commencement of each Renewal Term. Evaluate’s standard rates are based on customer segments. If an Order Form has a term of more than one year and there is a change to the Customer’s customer segment during the term, Evaluate reserves the right to increase pricing for that Order Form on each anniversary of the commencement date by prior written notice, based on Evaluate’s standard rates for the Customer’s new customer segment.
5 INTELLECTUAL PROPERTY
5.1 Reservation of rights. Each Party acknowledges and agrees that:
(a) Evaluate, an Evaluate affiliate or their third-party licensors owns all IP in the Deliverables and the Licensed Products (including any implementation or configuration of those Licensed Products); and
(b) the Customer, a Customer affiliate or their third-party licensors owns all IP in the Customer Materials, and
nothing in an Order will operate to assign any IP from one Party to the other Party unless expressly set out in this Agreement.
5.2 Background IP and Improvements. Evaluate reserves all rights, title and interest in: (i) all ideas, techniques, know-how, designs programmes, procedures and/or methods of operation and business strategies and other technical information developed by Evaluate either before, after or in the course of performing the Services even if used or incorporated into any Deliverables; and (ii) all improvements, updates, enhancements, modifications, error corrections, bug fixes, upgrades and changes to the Licensed Products.
5.3 Licence of Customer Materials. The Customer hereby grants Evaluate a paid-up, non-exclusive, non-transferable right to use, copy and modify any works and materials provided by the Customer to Evaluate (including any data input in a Licensed Product by Authorised Users) (the “Customer Materials”) as necessary to fulfil its obligations under an Agreement in relation to Licensed Products and Services.
6 CONFIDENTIALITY
Confidentiality obligations. Each Party will hold the other Party’s Confidential Information in confidence and will not make the other’s Confidential Information available to any third party or use the other Party’s Confidential Information for any purpose other than as strictly necessary to perform its obligations under this Agreement. A Party may disclose Confidential Information to the extent required by applicable law, provided that it gives the other Party as much notice of such disclosure as possible under applicable law. “Confidential Information” means any private, secret and/or confidential information which is disclosed by either Party under or in connection with this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such), excluding information that: (a) is or becomes publicly known other than through any act or omission of the receiving Party; (b) was in the other Party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the receiving Party, which independent development can be shown by written evidence.
7 DATA PROTECTION
The following clause will apply: data protection
8 WARRANTIES AND DISCLAIMERS
8.1 Customer warranty. The Customer warrants that the use of Customer Materials by Evaluate in accordance with the terms of this Agreement will not infringe the IP of any third party.
8.2 Evaluate warranty. Evaluate warrants that the use of the Deliverables and Licensed Products by the Customer in accordance with the terms of this Agreement will not infringe the IP of any third party.
8.3 Disclaimers. Evaluate does not warrant that the Customer’s use of a Licensed Product will be entirely uninterrupted or error-free; and does not warrant that any Deliverable or Licensed Product will necessarily meet the Customer’s specific requirements, or be suitable or reliable for any trading, investment, medical (including but not limited to medical diagnosis, claims payment or treatment) or commercial decisions by the Customer, and/or be fit for any particular purpose other than those made clear in this Agreement. Evaluate does not warrant that the Customer’s use of a Licensed Product will satisfy or ensure compliance with any legal obligation. The Licensed Products and Deliverables are intended as a supplement to, and not a substitute for, the knowledge, expertise, skill and professional judgement of the Customer and should not be used as a substitute for professional medical advice.
8.4 Implied warranties. Except as provided in this Agreement, all warranties, representations, terms and conditions of any kind whatsoever whether implied by statute, common law or otherwise are, to the fullest extent permitted by applicable law, excluded from this Agreement. The Services and Licensed Products are provided by Evaluate to the Customer on an “as is” basis.
9 INDEMNITIES
9.1 Evaluate indemnity. Evaluate will indemnify the Customer and keep the Customer and its affiliates indemnified against any and all liabilities, costs, expenses, damages and losses (including fines, awards and all reasonable legal costs (“Losses”) that the Customer and its affiliates may suffer or incur as a result of any claim by a third party that the Customer’s use of any Licensed Product or Deliverable, in accordance with this Agreement, infringes the IP of that third party.
9.2 Customer indemnity. The Customer will indemnify Evaluate and keep Evaluate and its affiliates indemnified against any and all Losses that Evaluate and its affiliates may suffer or incur as a result of any claim by a third party: (a) that Evaluate’s use of Customer Materials in accordance with the terms of this Agreement infringes the IP of a third party; and/or (b) relating to the Customer’s use of any Licensed Product other than in accordance with the Permitted Use and/or in breach of any Applicable Law.
9.3 Exclusions. This Clause 9 will not apply to any third-party claim in respect of: (a) any use by, for, or on behalf of, the Customer of the Deliverables or Licensed Product in combination with any item not supplied pursuant to this Agreement; or (b) any modification carried out by, for, or on behalf of, the Customer to any Deliverables or Licensed Product provided by Evaluate, if such modification is not authorised by Evaluate in writing.
9.4 Conduct of indemnity claims. Where a Party (“Indemnifying Party“) indemnifies the other Party (“Indemnified Party”) under Clauses 9.1 or 9.2 above, the Indemnified Party will: (a) promptly give the Indemnifying Party notice in writing and reasonable particulars of the claim; (b) give the Indemnifying Party express authority to conduct all negotiations and litigation and/or settle that claim; (c) provide the Indemnifying Party with all information and assistance in relation to that claim as the Indemnifying Party may reasonably require (at the Indemnifying Party’s cost and expense); and (d) not make any admission of liability, settlement or compromise without the prior written consent of the Indemnifying Party.
9.5 Effect of IP claim. If an indemnity claim is made by the Customer under Clause 9.1, or Evaluate anticipates that such a claim might be made, Evaluate may, at its own expense and sole option, and as the Customer’s sole remedy with respect to such claim, either:
(a) procure for the Customer the right to continue using the part of the Deliverable or Licensed Product which is subject to the claim; or
(b) replace or modify, or procure the replacement or modification of, such Deliverable or Licensed Product.
10 LIABILITY AND INSURANCE
10.1 Liability that cannot be excluded. Nothing in this Clause 10 will exclude or limit any liability for death or personal injury caused by negligence, or for fraud, gross negligence or any matter for which it would be unlawful to exclude liability under applicable law.
10.2 Excluded liability. Subject to Clause 10.1, a Party will not be liable under or in relation to this Agreement in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or in any other cause of action for the following types of loss, which are wholly excluded:
(a) loss of profits, loss of agreements or contracts, loss of sales or business, loss of anticipated savings, loss arising out of actual or alleged patent infringement, loss of use or corruption of software, data and/or information, loss of goodwill and/or reputation, and/or punitive, special or flagrant damages; or
(b) any special or indirect or consequential losses in any case, whether or not such losses were within the contemplation of the Parties at the date of signature of an Order Form or were suffered or incurred in connection with the performance of this Agreement.
10.3 Liability cap. Subject to Clause 10.1, the aggregate liability of each Party for any and all Losses in relation to this Agreement (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) will not exceed the fees paid or payable under this Agreement in respect of the twelve (12) month period immediately preceding the date on which the act or omission giving rise to the relevant Losses were incurred.
10.4 Equitable relief. The Parties agree that damages may not be a sufficient remedy for any misuse of the other Party’s IP, Confidential Information or trade secrets, and acknowledges that the other Party may seek equitable relief (including specific performance and injunctive relief) as a remedy for misuse of IP, Confidential Information or trade secrets.
10.5 Loss of Customer Materials. In the event of any loss or damage to any Customer Materials, the Customer’s sole remedy will be to require Evaluate to use its reasonable efforts to restore the lost or damaged Customer Materials from the latest back-up of such Customer Materials maintained by Evaluate. Evaluate will not be responsible for any loss, destruction, alteration or disclosure of Customer Materials caused by Evaluate and/or any third party or to the extent that the Customer was responsible for back-up of that data.
10.6 Insurance. Each Party will maintain in force with reputable insurers all insurance policies: (i) that it is required to maintain under applicable law; and (ii) as are reasonably necessary to meet its obligations under this Agreement. On written reasonable request by a Party (which may be made no more than once in any calendar year), the other Party will provide that Party with a copy of a certificate of insurance for the insurance policy held in accordance with this Clause 10.6 within fourteen (14) days.
11 TERMINATION
11.1 Termination for cause.
(a) Each Party may terminate this Agreement with immediate effect by giving notice in writing to the other Party:
(i) if the other Party commits a material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within thirty (30) days (or in the case of a breach of Clause 1.1Error! Reference source not found.Error! Reference source not found. or Clause 1.4 that is capable of remedy, seven (7) days) of receipt of a written notice from that Party giving particulars of the breach and requiring it to be remedied (and failure by the Customer to pay any Fees on the due date will be deemed a material breach);
(ii) if the other Party becomes the subject of any insolvency related event or proceedings (including bankruptcy, administration, receivership or liquidation) or is subject to any similar or equivalent event or proceedings in any jurisdiction; or
(iii) if the other Party or a connected person to the other Party is or becomes targeted by sanctions laws and regulations administered by the United States, United Kingdom, European Union, the United Nations or any other jurisdiction where business is being conducted by either Party.
11.2 Effect of termination. On expiry or termination of this Agreement for any reason:
(a) the Customer will immediately cease all use of the Services and any Licensed Product(s);
(b) the Customer will, within ten (10) days after expiry or termination, permanently destroy or delete the Licensed Product(s) and any Evaluate Materials and Deliverables from its information technology systems; provided, that one (1) backup copy may be retained to the extent necessary to comply with applicable laws, regulations and/or any bona fide information technology policy of the Customer then in effect;
(c) within a reasonable period of time from receipt of a written request from the Customer, Evaluate will destroy any and all copies of Customer Materials in its possession or control to the extent reasonably practicable, subject to prior payment in full of all Fees by the Customer;
(d) the Customer will immediately pay to Evaluate all outstanding unpaid invoices and any accrued interest and, in respect of Services and/or any Licensed Product supplied but for which no invoice has been submitted, Evaluate will submit an invoice, which will be payable by the Customer within seven (7) days of receipt; and
(e) any rights and remedies of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Order that existed at or before the date of termination will not be affected or prejudiced.
11.3 Survival. Termination of this Agreement for any reason will not affect any provisions that expressly or by implication are intended to come into or continue in force on or after termination, including Clause 6.
12 GENERAL
12.1 Order of precedence. An Order Form may contain specific terms that supplement these terms and conditions; however, in the event of any inconsistency between these terms and conditions and an Order Form, the terms of the Order Form will take precedence. Any terms and conditions which the Customer attempts to incorporate in any purchase order or otherwise, even if signed as a courtesy, are excluded.
12.2 Assignment. Neither Party may assign or otherwise transfer any part or all of this Agreement to any third party without the prior written consent of the other Party, except that Evaluate may assign: (i) to any of its affiliates; (ii) in connection with a merger or consolidation involving Evaluate or a sale of all or substantially all of its assets; or (iii) in connection with a divestiture of any portion of its business or any applicable business unit to which this Agreement relates.
12.3 Subcontractors. Evaluate may perform its obligations under this Agreement through any affiliate or third-party subcontractor. Evaluate will remain responsible to the Customer for all activities of its affiliates and third-party subcontractors.
12.4 No Interference. Nothing in this Agreement will be deemed to prevent Evaluate from carrying on its business or developing for itself, or others, materials that are similar to or competitive with those produced as a result of the Licensed Product or Services provided they do not contain or disclose any Confidential Information or IP of the Customer.
12.5 Non-solicitation. The Customer must not directly or indirectly solicit or recruit or attempt to solicit or recruit for employment or engagement any personnel of Evaluate during the term and for 12 months thereafter. Employment resulting from a general public advertisement or search engagement not specifically targeted at the relevant personnel is not precluded.
12.6 Waiver. No failure or delay by a Party to exercise any right or remedy provided under an Order or by applicable law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
12.7 Severance. If at any time any one or more of the provisions of this Agreement or any part of it is or becomes invalid, illegal or unenforceable under any law, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired.
12.8 Variation. The Parties may only vary the terms of this Agreement by an instrument in writing signed by a duly authorized representative of each of the Parties.
12.9 Entire agreement. This Agreement applies to the exclusion of all other terms and constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that it has not relied on or been induced to enter into this Agreement (as applicable) by a representation, statement, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Order Form.
12.10 Force majeure. Neither Party will be liable to the extent that it is delayed in or prevented from performing its obligations under this Agreement to the extent that it is delayed in or prevented from doing so due to any event beyond its reasonable control (including acts of any government, adverse weather, natural disaster, fire, explosion, epidemic, pandemic, labour dispute including strikes, war, terrorist activity or civil unrest.
12.11 Notices. Notices to Evaluate must be directed to [email protected]. All Notices to the Customer will be directed to the Customer email address identified in the Order Form. Either Party may update its notice information by prior written notice at any time.
12.12 Monitoring. Evaluate may monitor the Customer’s compliance with this Agreement (including its use of a Licensed Product). The Customer will, upon reasonable written notice, permit Evaluate or its representative to audit the Customer’s compliance with this Agreement.
12.13 Marketing. The Customer agrees that Evaluate may identify the Customer as a customer of Evaluate (including through use of the Customer’s name and logo) in its promotional materials (including Evaluate’s website).
12.14 Feedback. The Customer may provide feedback from time to time in relation to the Licensed Products and Services, including identifying potential errors, improvements, enhancements, modifications or bug fixes. Feedback may be used by Evaluate to improve or enhance its offerings and, accordingly, the Customer grants Evaluate a perpetual licence to use and otherwise exploit that feedback without restriction.
12.15 No partnership. Nothing in this Agreement will create a partnership or relationship of employer and employee or a joint venture between the Parties.
12.16 Third-party rights. This Agreement does not create any right enforceable by any person not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.17 Counterparts. This Agreement may be executed in any number of counterparts each of which when executed and delivered will be an original, but all the counterparts will constitute the same instrument. Both Parties consent that this Agreement may be signed electronically, and such electronic signature will be deemed valid.
Version 2: February 2024
