Create. Optimize. Monetize.
CONTENTA PUBLISHING AND MONETIZATION SERVICES
GENERAL TERMS AND CONDITIONS
BACKGROUND
(A) Contenta has developed certain software applications and platforms which it makes available to subscribers via the internet on a subscription basis for the purpose of content creation
and/or monetization as set out in the Pricing Plans (as defined below) (the “Services”).
(B) The Customer wishes to use the Services in accordance with the relevant Pricing Plan selected by the Customer.
(C) Contenta has agreed to provide and the Customer has agreed to take and, where applicable, pay for the Services subject to the terms and conditions of this Agreement.
1 DEFINITIONS
1.1 In this Agreement:
“Agreement” means this agreement and the Pricing Plans as amended from time to time;
“Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in clause 5;
“Confidential Information” means all information (however recorded or preserved) disclosed by a party to the other party and that party’s Representatives whether before or after the entry into this Agreement designated as “Confidential”, “Proprietary” or some similar designation but excluding information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) the parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party;
“Content” means Input and Output;
“Contenta” means Contenta AI Limited (company number 16348774);
“Customer” means the party entering into this Agreement;
“Customer Data” the data inputted by the Customer, Authorised Users, or Contenta on the Customer’s behalf for the purpose of using the Services or the Platform or facilitating the Customer’s use of the Services; “Demand Partner” means Google LLC or its affiliates, or such other demand-side platform that provides or purchases advertising inventory through Contenta’s services, including via Google Ad Manager 360 or similar platforms, for display on the Customer’s websites or other media (if applicable under the relevant Pricing Plan);
“Effective Date” the date of this Agreement, being the date these terms were agreed to by the Customer via the contenta.ai website or such other means of communication with Contenta or its employees;
“Input” means the input provided by the Customer into the Services or the Platform;
“Invalid Traffic” means any clicks, impressions, conversions, or other user engagement
metrics that do not represent genuine user interest or are artificially generated, including but not limited to: automated clicking tools, robots, bots, scrapers, click farms, fraudulent clicks, impression fraud, ad stacking, pixel stuffing, cookie stuffing, misrepresentation of traffic sources, or any other method that artificially inflates or misrepresents user engagement with content or advertisements on the Platform.
“License” has the meaning given to it in clause 7;
“Output” means the output received by the Customer from the Services or the Platform as a result of the Input;
“Permitted Purpose” has the meaning given to it in clause 15.1(a);
“Platform” means the tool(s) and other materials made available to the Customer by
Contenta online via contenta.ai or such other web address notified by Contenta to the
Customer from time to time which sets out a description of the Services and the user
instructions for the Services; “Pricing Plans” means the pricing plans set out on Contenta’s website currently located at: contenta.ai/pricing (or a successor site), including both paid plans and free access options, which Contenta may change from time to time, (each a “Pricing Plan”);
“Representatives” means, in relation to a party, its employees, officers, contractors,
subcontractors, representatives and advisers; and
“Services” has the meaning given to it in recital (A); and
“User Subscriptions” means the user subscriptions (whether paid or provided on a free/trial basis) granted to the Customer pursuant to the relevant Pricing Plan to access and use the Services and Platform (each a “User Subscription”).
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this
Agreement.
1.3 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
2 SERVICES
2.1 Contenta shall provide the Services to the Customer as set out in the relevant Pricing Plan selected by the Customer subject to the terms of this Agreement.
2.2 Contenta hereby grants to the Customer: (i) a non-exclusive, non-transferable license to use the software comprising the Platform; and (ii) a right to permit its Authorized Users to access the Platform and use the Services as set out in the relevant Pricing Plan.
3 PAYMENT
3.1 The Customer shall pay Contenta in the amounts and at the intervals as set out in the relevant Pricing Plan selected by the Customer subject to the terms of this Agreement.
3.2 Monetization revenue shall only be paid out once the Customer’s accrued balance exceeds USD 100 (one hundred US dollars) or local equivalent. Balances below this threshold will roll over to the next month.
3.3 The Customer shall on the Effective Date provide to Contenta valid, up-to-date and complete credit card details or approved purchase order information acceptable to Contenta and any other relevant valid, up-to-date and complete contact and billing details and the Customer hereby authorises Contenta to bill such credit card:
(a) on the Effective Date for the subscription fees payable in respect of the initial
subscription term; and
(b) subject to the termination of this Agreement according to its terms, on each agreed
upon periodic renewal according to the relevant Pricing Plan.
4 FREE ACCESS TO THE PLATFORM
4.1 Contenta may offer free access to certain features of the Platform. Such free access may be limited in functionality, number of requests, or other parameters as determined by Contenta in its sole discretion.
4.2 Contenta reserves the right to modify the scope of free services without prior notice.
4.3 Customers on a free Pricing Plan are subject to all terms of this Agreement, except for payment obligations, unless they exceed usage limits defined in the Pricing Plan.
4.4 The Customer acknowledges that upgrade from free to paid subscription may be required to access additional features.
5 AUTHORISED USERS
The Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the
Services and the Platform shall not exceed the number of User Subscriptions it has
purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Platform; and
(c) each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential.
6 PUBLISHING
Content
6.1 Contenta’s Platform may be used by the Customer to generate Content for the Customer depending on the Pricing Plan chosen by the Customer. The Customer is solely responsible for the Content, including ensuring that it does not violate any applicable law, third party intellectual property rights or this Agreement. Contenta does not fact-check or verify the accuracy, legality, or fitness for any purpose of the Content and accepts no liability arising from the Customer’s use of such Content.
6.2 The Customer confirms that it has all the rights in relation to the Services and the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement including the rights, licences and permissions required to provide Input to the Services and the Platform.
6.3 As between the Customer and Contenta, to the extent permitted by applicable law, the Customer retains ownership rights in the Input and owns the Output. Contenta hereby assigns to the Customer all the right, title and interest, if any, in and to the Output.
6.4 Contenta may use the Content worldwide to provide, maintain, develop and improve the Services or Platform, comply with applicable law, enforce the terms of this Agreement and keep the Services or Platform safe.
6.5 Given the probabilistic nature of machine learning and the third party services used in the Platform to provide the Services, use of Contenta’s Services may result in Output that does not accurately reflect real people, places, or facts. In addition, the Services may result in Output that infringes on the copyright of third parties. The Output is intended as an aid for editorial teams who are solely responsible for the accuracy of any resultant publications. The Customer agrees that:
(a) the Output may not always be accurate and should not be relied upon as a source of truth or factual information, or as a substitute for journalistic integrity;
(b) it is the sole responsibility of the Customer to ensure that its own publications,
including those where Content is used as a result of the Services, are factually
accurate and do not infringe upon the intellectual property rights of any third party (for
the avoidance of doubt, Contenta will not be fact-checking Content);
(c) Contenta shall not be responsible for any third party claims in relation to factual
inaccuracies in the Output or claims of third party intellectual property rights
infringement;
(d) the Customer must not use any Output relating to a person for any purpose that could have a legal or material impact on that person;
(e) the use of the Platform and the Services may provide incomplete, inaccurate or
offensive Output that does not represent Contenta’s views and the Customer shall
hold Contenta harmless in respect of such Output; and
(f) the Services are not intended for any medical purposes, including for use in the
diagnosis or treatment of any health condition. The Customer is responsible for
complying with applicable laws for any use of the Services in a medical or healthcare
context.
Images
6.6 Contenta provides royalty-free images using platforms such as “Unsplash”. The Customer agrees to comply with each royalty free image provider’s terms of use when using such images. Unsplash’s terms & conditions are located at https://unsplash.com/terms (or such successor site). Contenta shall not be liable for the Customer’s use of any Unsplash (or other provider’s) images.
7 MONETIZATION
7.1 Contenta may provide monetization Services to Customers, including in relation to its Google Ad Manager 360 license or any other licenses with Demand Partners it may have from time to time (the “License”), depending on the Pricing Plan chosen by the Customer. The Customer agrees:
(a) Contenta is not responsible for the quality of advertisements distributed to it under
this Agreement or in relation to the License;
(b) the Customer shall place as many advertisements from Demand Partners in relation to the License as is commercially possible on its website or other media of the
Customer for the duration of this Agreement; and
(c) the Customer shall comply with the terms of all Demand Partners’ policies, including (but not limited to) the terms of Google’s publisher policies, found here:
https://support.google.com/adsense/answer/10502938?hl=en-GB (or such successor
site).
(d) the Customer shall not engage in, and shall prevent, any Invalid Traffic, including but not limited to click fraud, bot traffic, or ad stacking.
(e) Contenta reserves the right to suspend monetization Services immediately and
without notice if it suspects a breach of Demand Partner policies or fraudulent activity.
7.2 Contenta and the Customer’s revenue sharing proportions and certain other terms in respect of any monetization Services shall be set out in the relevant Pricing Plan or such other written agreement between Contenta and the Customer. The revenue sharing arrangements shall be calculated by reference to sums actually received by Contenta from Demand Partners for advertisements served on the Customer’s inventory, less any deductions for invalid traffic, chargebacks, refunds, Demand Partner fees, or other adjustments imposed by Demand Partners.
7.3 Contenta does not guarantee any minimum revenue from the monetization features and reserves the right to change revenue sharing models with prior notice to paid subscribers.
7.4 Contenta shall be entitled to deduct amounts from the Customer’s entitlements relating to invalid traffic, chargebacks, refunds, Demand Partner fees, or other adjustments imposed by Demand Partners.
7.5 Where a Demand Partner deducts revenue from Contenta in respect of an alleged breach by the Customer of the Demand Partner’s policies, applicable law or any other reason, Contenta shall be entitled to deduct such amounts from any future revenues owed to the Customer by way of offset.
7.6 Contenta will provide statements relating to revenue in relation to the monetization Services. Where over-payments or under-payments are made, these may be corrected in future payments (which shall be the case unless the Agreement is terminated).
7.7 Each of Contenta and the Customer are responsible for their own tax affairs in respect of the monetization Services. Contenta may withhold taxes from payments to the Customer where required by applicable law.
7.8 The Customer must notify Contenta in writing of any disputed payment within 30 days of the relevant billing month. Failure to do so will constitute a waiver of the right to dispute that payment.
8 PROPRIETARY RIGHTS
8.1 The Customer acknowledges and agrees that Contenta or its licensors own all intellectual property rights in the Platform. Except as expressly stated herein, this Agreement does not grant to the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Platform.
8.2 Contenta confirms that it has all the rights in relation to the Services and the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
8.3 The Customer may not create any additional platforms or customised versions of the Services or the Platform.
8.4 The Customer grants Contenta a limited license to use and display the Customer’s name and logo (in the form provided by the Customer) and the respective URLs of the Customer’s sites in connection with Contenta’s sales and marketing materials during the Term.
9 CUSTOMER OBLIGATIONS
9.1 The Customer must not use the Services or the Platform for any purpose which is illegal, harmful, abusive or in any way which would contravene the legal obligations of the Customer or Contenta.
9.2 The Customer shall:
(a) provide Contenta with all necessary:
(i) co-operation in relation to this Agreement; and
(ii) access to such information as may be required by Contenta;
in order to provide the Services, including but not limited to Customer Data,
security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such
assistance as agreed by the parties, Contenta may adjust any agreed timetable or
delivery schedule as reasonably necessary and Contenta shall not be liable for any
failure to deliver any or all of the Services to the extent caused by Customer’s delay;
(d) ensure that the Authorised Users use the Services and the Platform in accordance
with the terms and conditions of this agreement and shall be responsible for any
Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licenses, consents, and permissions
necessary for Contenta, its contractors and agents to perform their obligations under
this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Contenta from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network
connections and telecommunications links from its systems to Contenta’s data
centres, and all problems, conditions, delays, delivery failures and all other loss or
damage arising from or relating to the Customer’s network connections or
telecommunications links or caused by the internet.
9.3 The Customer must provide accurate and complete information (whether before or after the date of this Agreement) to register for an account to use the Services. The Customer must not share the account credentials or make the account available to any other person.
9.4 The Customer must not use the Services and the Content in a way that infringes,
misappropriates or violates anyone’s rights.
9.5 The Customer must not state that the Output or the Content was human-generated when it was not.
10 CONTENTA OBLIGATIONS
10.1 Contenta shall perform the Services substantially in accordance with the relevant Pricing Plan and with reasonable skill and care.
10.2 Contenta warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.
10.3 Contenta:
(a) does not warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free;
(ii) that the Services, Platform and/or the information obtained by the Customer
through the Services will meet the Customer’s requirements;
(iii) the Platform or the Services will be free from vulnerabilities or viruses; or
(iv) the Platform or Services will comply with any heightened cybersecurity
requirements;
(b) is not responsible for any delays, delivery failures, or any other loss or damage
resulting from the transfer of data over communications networks and facilities,
including the internet, and the Customer acknowledges that the Services and
Platform may be subject to limitations, delays and other problems inherent in the use
of such communications facilities.
10.4 This Agreement shall not prevent Contenta from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
11 REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into this Agreement; (b) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; (c) this Agreement constitutes a legal, valid and binding obligation when agreed to; and (d) it will conduct its business and fulfill its obligations under this Agreement in compliance with all applicable laws, rules and regulations.
12 INDEMNITY
The Customer shall defend, indemnify and hold harmless Contenta against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services or the Platform, including but not limited to claims:
(a) from third parties in relation to Content created by the Customer; and
(b) from the Demand Partner to Contenta in relation to the Customer’s use of the
Services or the Platform.
13 THIRD PARTY PROVIDERS
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Contenta makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Contenta. Contenta recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Contenta does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
14 TERM AND TERMINATION
14.1 The term of the Agreement shall be as set out in the relevant Pricing Plan selected by the Customer. If no term is specified in the Pricing Plan, then the term of the Agreement shall be monthly and will automatically renew each month from the Effective Date.
14.2 The Customer may terminate the Agreement and request a refund within 14 days of the initial purchase, provided that no Services (including AI generation or ad serving) have been utilized. If Services have been utilized, no refunds shall be issued.
14.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement by giving written notice to the other party:
(a) with effect from the end of the relevant month; or
(b) with immediate effect, if the other party commits a material breach of any term of this Agreement or is otherwise in breach of any applicable law.
14.4 For the avoidance of doubt, where the Customer terminates this Agreement under clause 14.3(a), the Customer will remain liable to pay the subscription cost under the Pricing Plan as if the Agreement ended at the end of the relevant month.
14.5 Contenta may terminate this Agreement at any time and reimburse the Customer for any early termination of the Services.
14.6 On termination of this Agreement for any reason:
(a) all licenses granted under this Agreement shall terminate (either on the date of
termination or at the end of the relevant month, at Contenta’s sole discretion);
(b) Contenta may destroy or otherwise dispose of any of the Customer Data in its
possession; and
(c) any rights, remedies, obligations or liabilities 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 agreement which existed at or before the date of termination shall not be
affected or prejudiced.
15 CONFIDENTIALITY
15.1 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (“Permitted
Purpose”); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 15.
15.2 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential
Information before disclosure; and
(b) at all times, it is responsible for such Representatives; compliance with the
confidentiality obligations set out in this clause.
15.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, a widely recognised stock exchange) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
15.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this Agreement.
15.5 Notwithstanding anything to the contrary in the Agreement or the applicable privacy policy, all data and information gathered or received by us in connection with the applicable Pricing Plan, including your Confidential Information, and all information described in the applicable privacy policy, may be shared with and used by (i) affiliates of Contenta, and (ii) certain
selected third parties only in non-identifiable form.
15.6 This clause 15 shall survive until the date which is two (2) years from the date of termination of this Agreement, unless otherwise agreed by the parties in writing.
15.7 Notwithstanding the foregoing, neither the Customer nor Contenta will be required to remove copies of the other party’s Confidential Information from any backup media or servers,
provided the non-use restrictions set forth herein will apply to any Confidential Information retained by the receiving party.
16 PRIVACY
The privacy policy between the Customer and Contenta is currently located at:
https://contenta.ai/privacy (or a successor site), which Contenta may change from time to time.
17 COMPLAINTS
Before formal legal action is taken, the Customer should share any complaints regarding the provision of the Services or the Platform to legal@contenta.ai.
18 AMENDMENTS
18.1 Contenta may amend this Agreement at any time in respect of changes to:
(a) reflect changes in relevant laws and regulatory requirements;
(b) make administrative changes, technical adjustments or general improvements, which
do not affect the delivery of the Services; and
(c) update in respect of new digital content, provided that the digital content provided to the Customer always matches the description of it that Contenta provided to the
Customer prior to entering into the Agreement.
18.2 Contenta may amend this Agreement after providing notice and an option to terminate in
respect of any changes which would have a material adverse effect on the Customer.
19 LIMITATION OF LIABILITY
19.1 The following definitions apply in this clause 19: “liability” means every kind of liability arising under or in connection with this
Agreement including but not limited to liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise; and “default” means any act or omission resulting in one party incurring liability to the other.
19.2 Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the
Services and the Platform by the Customer, and for conclusions drawn from such
use. Contenta shall have no liability for any damage caused by errors or omissions in
any Customer Data, Content, information, instructions or scripts provided to Contenta
by the Customer in connection with the Services, or any actions taken by Contenta at
the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Services and the Platform are provided to the Customer on an “as is” basis.
19.3 Nothing in this Agreement excludes the liability of Contenta for fraud or fraudulent misrepresentation.
19.4 Subject to clause 19.2 and clause 19.3:
(a) Contenta shall have no liability for any:
(i) loss of profits,
(ii) loss of business,
(iii) wasted expenditure,
(iv) depletion of goodwill and/or similar losses,
(v) loss or corruption of data or information, or
(vi) any special, indirect or consequential loss, costs, damages, charges or
expenses; and
(b) Contenta’s total aggregate liability to the Customer, in respect of all defaults, shall not exceed the lesser of (i) the Subscription Fees paid by the Customer in the six (6)
months immediately preceding the event giving rise to the claim, and (ii) $500.
19.5 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Contenta’s intellectual property rights.
20 ASSIGNMENT
20.1 Contenta may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, including transferring the contract with the Customer such that a different organisation will be responsible for supplying the Services, provided that Contenta will notify the Customer of such a change.
20.2 The Customer shall not, without the prior written consent of Contenta, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
21 NOTICES
Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery
service at its registered office (if a company) or its principal place of business (in any
other case); or
(b) sent by email to the following addresses (or an address substituted in writing by the
party to be served):
(i) Contenta: hello@contenta.ai
(ii) Customer: the email address provided by the Customer to Contenta as part
of the Customer’s user registration.
(с) in case of modifications to the paid Pricing Plans, the change will become effective on the next billing period after being published on Contenta’s website contenta.ai/pricing or in 5 Business Days after publication, whichever occurs later.
22 CONFLICT
If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement prevail.
23 VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
24 WAIVER
24.1 Subject and without prejudice to clause 7.8:
(a) a waiver of any right or remedy is only effective if given in writing and shall not be
deemed a waiver of any subsequent right or remedy unless so specified; and
(b) delay or failure to exercise, or the single or partial exercise of, any right or remedy
does not waive that or any other right or remedy, nor does it prevent or restrict the
further exercise of that or any other right or remedy.
25 RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
26 SEVERANCE
26.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and
enforceability of the rest of this Agreement.
26.2 If any provision or part-provision of this Agreement is deemed deleted under clause 26.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
27 ENTIRE AGREEMENT
27.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
27.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
28 NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
29 GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of England.
30 JURISDICTION
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement
GENERAL TERMS AND CONDITIONS
BACKGROUND
(A) Contenta has developed certain software applications and platforms which it makes available to subscribers via the internet on a subscription basis for the purpose of content creation
and/or monetization as set out in the Pricing Plans (as defined below) (the “Services”).
(B) The Customer wishes to use the Services in accordance with the relevant Pricing Plan selected by the Customer.
(C) Contenta has agreed to provide and the Customer has agreed to take and, where applicable, pay for the Services subject to the terms and conditions of this Agreement.
1 DEFINITIONS
1.1 In this Agreement:
“Agreement” means this agreement and the Pricing Plans as amended from time to time;
“Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in clause 5;
“Confidential Information” means all information (however recorded or preserved) disclosed by a party to the other party and that party’s Representatives whether before or after the entry into this Agreement designated as “Confidential”, “Proprietary” or some similar designation but excluding information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) the parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party;
“Content” means Input and Output;
“Contenta” means Contenta AI Limited (company number 16348774);
“Customer” means the party entering into this Agreement;
“Customer Data” the data inputted by the Customer, Authorised Users, or Contenta on the Customer’s behalf for the purpose of using the Services or the Platform or facilitating the Customer’s use of the Services; “Demand Partner” means Google LLC or its affiliates, or such other demand-side platform that provides or purchases advertising inventory through Contenta’s services, including via Google Ad Manager 360 or similar platforms, for display on the Customer’s websites or other media (if applicable under the relevant Pricing Plan);
“Effective Date” the date of this Agreement, being the date these terms were agreed to by the Customer via the contenta.ai website or such other means of communication with Contenta or its employees;
“Input” means the input provided by the Customer into the Services or the Platform;
“Invalid Traffic” means any clicks, impressions, conversions, or other user engagement
metrics that do not represent genuine user interest or are artificially generated, including but not limited to: automated clicking tools, robots, bots, scrapers, click farms, fraudulent clicks, impression fraud, ad stacking, pixel stuffing, cookie stuffing, misrepresentation of traffic sources, or any other method that artificially inflates or misrepresents user engagement with content or advertisements on the Platform.
“License” has the meaning given to it in clause 7;
“Output” means the output received by the Customer from the Services or the Platform as a result of the Input;
“Permitted Purpose” has the meaning given to it in clause 15.1(a);
“Platform” means the tool(s) and other materials made available to the Customer by
Contenta online via contenta.ai or such other web address notified by Contenta to the
Customer from time to time which sets out a description of the Services and the user
instructions for the Services; “Pricing Plans” means the pricing plans set out on Contenta’s website currently located at: contenta.ai/pricing (or a successor site), including both paid plans and free access options, which Contenta may change from time to time, (each a “Pricing Plan”);
“Representatives” means, in relation to a party, its employees, officers, contractors,
subcontractors, representatives and advisers; and
“Services” has the meaning given to it in recital (A); and
“User Subscriptions” means the user subscriptions (whether paid or provided on a free/trial basis) granted to the Customer pursuant to the relevant Pricing Plan to access and use the Services and Platform (each a “User Subscription”).
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this
Agreement.
1.3 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
2 SERVICES
2.1 Contenta shall provide the Services to the Customer as set out in the relevant Pricing Plan selected by the Customer subject to the terms of this Agreement.
2.2 Contenta hereby grants to the Customer: (i) a non-exclusive, non-transferable license to use the software comprising the Platform; and (ii) a right to permit its Authorized Users to access the Platform and use the Services as set out in the relevant Pricing Plan.
3 PAYMENT
3.1 The Customer shall pay Contenta in the amounts and at the intervals as set out in the relevant Pricing Plan selected by the Customer subject to the terms of this Agreement.
3.2 Monetization revenue shall only be paid out once the Customer’s accrued balance exceeds USD 100 (one hundred US dollars) or local equivalent. Balances below this threshold will roll over to the next month.
3.3 The Customer shall on the Effective Date provide to Contenta valid, up-to-date and complete credit card details or approved purchase order information acceptable to Contenta and any other relevant valid, up-to-date and complete contact and billing details and the Customer hereby authorises Contenta to bill such credit card:
(a) on the Effective Date for the subscription fees payable in respect of the initial
subscription term; and
(b) subject to the termination of this Agreement according to its terms, on each agreed
upon periodic renewal according to the relevant Pricing Plan.
4 FREE ACCESS TO THE PLATFORM
4.1 Contenta may offer free access to certain features of the Platform. Such free access may be limited in functionality, number of requests, or other parameters as determined by Contenta in its sole discretion.
4.2 Contenta reserves the right to modify the scope of free services without prior notice.
4.3 Customers on a free Pricing Plan are subject to all terms of this Agreement, except for payment obligations, unless they exceed usage limits defined in the Pricing Plan.
4.4 The Customer acknowledges that upgrade from free to paid subscription may be required to access additional features.
5 AUTHORISED USERS
The Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the
Services and the Platform shall not exceed the number of User Subscriptions it has
purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Platform; and
(c) each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential.
6 PUBLISHING
Content
6.1 Contenta’s Platform may be used by the Customer to generate Content for the Customer depending on the Pricing Plan chosen by the Customer. The Customer is solely responsible for the Content, including ensuring that it does not violate any applicable law, third party intellectual property rights or this Agreement. Contenta does not fact-check or verify the accuracy, legality, or fitness for any purpose of the Content and accepts no liability arising from the Customer’s use of such Content.
6.2 The Customer confirms that it has all the rights in relation to the Services and the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement including the rights, licences and permissions required to provide Input to the Services and the Platform.
6.3 As between the Customer and Contenta, to the extent permitted by applicable law, the Customer retains ownership rights in the Input and owns the Output. Contenta hereby assigns to the Customer all the right, title and interest, if any, in and to the Output.
6.4 Contenta may use the Content worldwide to provide, maintain, develop and improve the Services or Platform, comply with applicable law, enforce the terms of this Agreement and keep the Services or Platform safe.
6.5 Given the probabilistic nature of machine learning and the third party services used in the Platform to provide the Services, use of Contenta’s Services may result in Output that does not accurately reflect real people, places, or facts. In addition, the Services may result in Output that infringes on the copyright of third parties. The Output is intended as an aid for editorial teams who are solely responsible for the accuracy of any resultant publications. The Customer agrees that:
(a) the Output may not always be accurate and should not be relied upon as a source of truth or factual information, or as a substitute for journalistic integrity;
(b) it is the sole responsibility of the Customer to ensure that its own publications,
including those where Content is used as a result of the Services, are factually
accurate and do not infringe upon the intellectual property rights of any third party (for
the avoidance of doubt, Contenta will not be fact-checking Content);
(c) Contenta shall not be responsible for any third party claims in relation to factual
inaccuracies in the Output or claims of third party intellectual property rights
infringement;
(d) the Customer must not use any Output relating to a person for any purpose that could have a legal or material impact on that person;
(e) the use of the Platform and the Services may provide incomplete, inaccurate or
offensive Output that does not represent Contenta’s views and the Customer shall
hold Contenta harmless in respect of such Output; and
(f) the Services are not intended for any medical purposes, including for use in the
diagnosis or treatment of any health condition. The Customer is responsible for
complying with applicable laws for any use of the Services in a medical or healthcare
context.
Images
6.6 Contenta provides royalty-free images using platforms such as “Unsplash”. The Customer agrees to comply with each royalty free image provider’s terms of use when using such images. Unsplash’s terms & conditions are located at https://unsplash.com/terms (or such successor site). Contenta shall not be liable for the Customer’s use of any Unsplash (or other provider’s) images.
7 MONETIZATION
7.1 Contenta may provide monetization Services to Customers, including in relation to its Google Ad Manager 360 license or any other licenses with Demand Partners it may have from time to time (the “License”), depending on the Pricing Plan chosen by the Customer. The Customer agrees:
(a) Contenta is not responsible for the quality of advertisements distributed to it under
this Agreement or in relation to the License;
(b) the Customer shall place as many advertisements from Demand Partners in relation to the License as is commercially possible on its website or other media of the
Customer for the duration of this Agreement; and
(c) the Customer shall comply with the terms of all Demand Partners’ policies, including (but not limited to) the terms of Google’s publisher policies, found here:
https://support.google.com/adsense/answer/10502938?hl=en-GB (or such successor
site).
(d) the Customer shall not engage in, and shall prevent, any Invalid Traffic, including but not limited to click fraud, bot traffic, or ad stacking.
(e) Contenta reserves the right to suspend monetization Services immediately and
without notice if it suspects a breach of Demand Partner policies or fraudulent activity.
7.2 Contenta and the Customer’s revenue sharing proportions and certain other terms in respect of any monetization Services shall be set out in the relevant Pricing Plan or such other written agreement between Contenta and the Customer. The revenue sharing arrangements shall be calculated by reference to sums actually received by Contenta from Demand Partners for advertisements served on the Customer’s inventory, less any deductions for invalid traffic, chargebacks, refunds, Demand Partner fees, or other adjustments imposed by Demand Partners.
7.3 Contenta does not guarantee any minimum revenue from the monetization features and reserves the right to change revenue sharing models with prior notice to paid subscribers.
7.4 Contenta shall be entitled to deduct amounts from the Customer’s entitlements relating to invalid traffic, chargebacks, refunds, Demand Partner fees, or other adjustments imposed by Demand Partners.
7.5 Where a Demand Partner deducts revenue from Contenta in respect of an alleged breach by the Customer of the Demand Partner’s policies, applicable law or any other reason, Contenta shall be entitled to deduct such amounts from any future revenues owed to the Customer by way of offset.
7.6 Contenta will provide statements relating to revenue in relation to the monetization Services. Where over-payments or under-payments are made, these may be corrected in future payments (which shall be the case unless the Agreement is terminated).
7.7 Each of Contenta and the Customer are responsible for their own tax affairs in respect of the monetization Services. Contenta may withhold taxes from payments to the Customer where required by applicable law.
7.8 The Customer must notify Contenta in writing of any disputed payment within 30 days of the relevant billing month. Failure to do so will constitute a waiver of the right to dispute that payment.
8 PROPRIETARY RIGHTS
8.1 The Customer acknowledges and agrees that Contenta or its licensors own all intellectual property rights in the Platform. Except as expressly stated herein, this Agreement does not grant to the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Platform.
8.2 Contenta confirms that it has all the rights in relation to the Services and the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
8.3 The Customer may not create any additional platforms or customised versions of the Services or the Platform.
8.4 The Customer grants Contenta a limited license to use and display the Customer’s name and logo (in the form provided by the Customer) and the respective URLs of the Customer’s sites in connection with Contenta’s sales and marketing materials during the Term.
9 CUSTOMER OBLIGATIONS
9.1 The Customer must not use the Services or the Platform for any purpose which is illegal, harmful, abusive or in any way which would contravene the legal obligations of the Customer or Contenta.
9.2 The Customer shall:
(a) provide Contenta with all necessary:
(i) co-operation in relation to this Agreement; and
(ii) access to such information as may be required by Contenta;
in order to provide the Services, including but not limited to Customer Data,
security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such
assistance as agreed by the parties, Contenta may adjust any agreed timetable or
delivery schedule as reasonably necessary and Contenta shall not be liable for any
failure to deliver any or all of the Services to the extent caused by Customer’s delay;
(d) ensure that the Authorised Users use the Services and the Platform in accordance
with the terms and conditions of this agreement and shall be responsible for any
Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licenses, consents, and permissions
necessary for Contenta, its contractors and agents to perform their obligations under
this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Contenta from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network
connections and telecommunications links from its systems to Contenta’s data
centres, and all problems, conditions, delays, delivery failures and all other loss or
damage arising from or relating to the Customer’s network connections or
telecommunications links or caused by the internet.
9.3 The Customer must provide accurate and complete information (whether before or after the date of this Agreement) to register for an account to use the Services. The Customer must not share the account credentials or make the account available to any other person.
9.4 The Customer must not use the Services and the Content in a way that infringes,
misappropriates or violates anyone’s rights.
9.5 The Customer must not state that the Output or the Content was human-generated when it was not.
10 CONTENTA OBLIGATIONS
10.1 Contenta shall perform the Services substantially in accordance with the relevant Pricing Plan and with reasonable skill and care.
10.2 Contenta warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.
10.3 Contenta:
(a) does not warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free;
(ii) that the Services, Platform and/or the information obtained by the Customer
through the Services will meet the Customer’s requirements;
(iii) the Platform or the Services will be free from vulnerabilities or viruses; or
(iv) the Platform or Services will comply with any heightened cybersecurity
requirements;
(b) is not responsible for any delays, delivery failures, or any other loss or damage
resulting from the transfer of data over communications networks and facilities,
including the internet, and the Customer acknowledges that the Services and
Platform may be subject to limitations, delays and other problems inherent in the use
of such communications facilities.
10.4 This Agreement shall not prevent Contenta from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
11 REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other that: (a) it has the full right, power, and authority to enter into this Agreement; (b) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; (c) this Agreement constitutes a legal, valid and binding obligation when agreed to; and (d) it will conduct its business and fulfill its obligations under this Agreement in compliance with all applicable laws, rules and regulations.
12 INDEMNITY
The Customer shall defend, indemnify and hold harmless Contenta against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services or the Platform, including but not limited to claims:
(a) from third parties in relation to Content created by the Customer; and
(b) from the Demand Partner to Contenta in relation to the Customer’s use of the
Services or the Platform.
13 THIRD PARTY PROVIDERS
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Contenta makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Contenta. Contenta recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Contenta does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
14 TERM AND TERMINATION
14.1 The term of the Agreement shall be as set out in the relevant Pricing Plan selected by the Customer. If no term is specified in the Pricing Plan, then the term of the Agreement shall be monthly and will automatically renew each month from the Effective Date.
14.2 The Customer may terminate the Agreement and request a refund within 14 days of the initial purchase, provided that no Services (including AI generation or ad serving) have been utilized. If Services have been utilized, no refunds shall be issued.
14.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement by giving written notice to the other party:
(a) with effect from the end of the relevant month; or
(b) with immediate effect, if the other party commits a material breach of any term of this Agreement or is otherwise in breach of any applicable law.
14.4 For the avoidance of doubt, where the Customer terminates this Agreement under clause 14.3(a), the Customer will remain liable to pay the subscription cost under the Pricing Plan as if the Agreement ended at the end of the relevant month.
14.5 Contenta may terminate this Agreement at any time and reimburse the Customer for any early termination of the Services.
14.6 On termination of this Agreement for any reason:
(a) all licenses granted under this Agreement shall terminate (either on the date of
termination or at the end of the relevant month, at Contenta’s sole discretion);
(b) Contenta may destroy or otherwise dispose of any of the Customer Data in its
possession; and
(c) any rights, remedies, obligations or liabilities 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 agreement which existed at or before the date of termination shall not be
affected or prejudiced.
15 CONFIDENTIALITY
15.1 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (“Permitted
Purpose”); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 15.
15.2 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential
Information before disclosure; and
(b) at all times, it is responsible for such Representatives; compliance with the
confidentiality obligations set out in this clause.
15.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, a widely recognised stock exchange) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
15.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this Agreement.
15.5 Notwithstanding anything to the contrary in the Agreement or the applicable privacy policy, all data and information gathered or received by us in connection with the applicable Pricing Plan, including your Confidential Information, and all information described in the applicable privacy policy, may be shared with and used by (i) affiliates of Contenta, and (ii) certain
selected third parties only in non-identifiable form.
15.6 This clause 15 shall survive until the date which is two (2) years from the date of termination of this Agreement, unless otherwise agreed by the parties in writing.
15.7 Notwithstanding the foregoing, neither the Customer nor Contenta will be required to remove copies of the other party’s Confidential Information from any backup media or servers,
provided the non-use restrictions set forth herein will apply to any Confidential Information retained by the receiving party.
16 PRIVACY
The privacy policy between the Customer and Contenta is currently located at:
https://contenta.ai/privacy (or a successor site), which Contenta may change from time to time.
17 COMPLAINTS
Before formal legal action is taken, the Customer should share any complaints regarding the provision of the Services or the Platform to legal@contenta.ai.
18 AMENDMENTS
18.1 Contenta may amend this Agreement at any time in respect of changes to:
(a) reflect changes in relevant laws and regulatory requirements;
(b) make administrative changes, technical adjustments or general improvements, which
do not affect the delivery of the Services; and
(c) update in respect of new digital content, provided that the digital content provided to the Customer always matches the description of it that Contenta provided to the
Customer prior to entering into the Agreement.
18.2 Contenta may amend this Agreement after providing notice and an option to terminate in
respect of any changes which would have a material adverse effect on the Customer.
19 LIMITATION OF LIABILITY
19.1 The following definitions apply in this clause 19: “liability” means every kind of liability arising under or in connection with this
Agreement including but not limited to liability in contract, tort (including negligence),
misrepresentation, restitution or otherwise; and “default” means any act or omission resulting in one party incurring liability to the other.
19.2 Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the
Services and the Platform by the Customer, and for conclusions drawn from such
use. Contenta shall have no liability for any damage caused by errors or omissions in
any Customer Data, Content, information, instructions or scripts provided to Contenta
by the Customer in connection with the Services, or any actions taken by Contenta at
the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Services and the Platform are provided to the Customer on an “as is” basis.
19.3 Nothing in this Agreement excludes the liability of Contenta for fraud or fraudulent misrepresentation.
19.4 Subject to clause 19.2 and clause 19.3:
(a) Contenta shall have no liability for any:
(i) loss of profits,
(ii) loss of business,
(iii) wasted expenditure,
(iv) depletion of goodwill and/or similar losses,
(v) loss or corruption of data or information, or
(vi) any special, indirect or consequential loss, costs, damages, charges or
expenses; and
(b) Contenta’s total aggregate liability to the Customer, in respect of all defaults, shall not exceed the lesser of (i) the Subscription Fees paid by the Customer in the six (6)
months immediately preceding the event giving rise to the claim, and (ii) $500.
19.5 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Contenta’s intellectual property rights.
20 ASSIGNMENT
20.1 Contenta may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, including transferring the contract with the Customer such that a different organisation will be responsible for supplying the Services, provided that Contenta will notify the Customer of such a change.
20.2 The Customer shall not, without the prior written consent of Contenta, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
21 NOTICES
Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery
service at its registered office (if a company) or its principal place of business (in any
other case); or
(b) sent by email to the following addresses (or an address substituted in writing by the
party to be served):
(i) Contenta: hello@contenta.ai
(ii) Customer: the email address provided by the Customer to Contenta as part
of the Customer’s user registration.
(с) in case of modifications to the paid Pricing Plans, the change will become effective on the next billing period after being published on Contenta’s website contenta.ai/pricing or in 5 Business Days after publication, whichever occurs later.
22 CONFLICT
If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement prevail.
23 VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
24 WAIVER
24.1 Subject and without prejudice to clause 7.8:
(a) a waiver of any right or remedy is only effective if given in writing and shall not be
deemed a waiver of any subsequent right or remedy unless so specified; and
(b) delay or failure to exercise, or the single or partial exercise of, any right or remedy
does not waive that or any other right or remedy, nor does it prevent or restrict the
further exercise of that or any other right or remedy.
25 RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
26 SEVERANCE
26.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and
enforceability of the rest of this Agreement.
26.2 If any provision or part-provision of this Agreement is deemed deleted under clause 26.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
27 ENTIRE AGREEMENT
27.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
27.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
28 NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
29 GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of England.
30 JURISDICTION
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement