Plugin Terms of Use

THIS LICENCE shall take effect on the date that the Plug-in is installed by the Customer, between (1) MATCHCHAT LIMITED incorporated and registered in England and Wales with company number 07983575 whose registered office is at Ignite 100 Limited, Adamson House, 65 Westgate Rd, Newcastle upon Tyne, NE1 1SG ("Supplier"); and (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] ("Customer") OR  [NAME OF INDIVIDUAL] owner of the domain [www. ], [ADDRESS] ('Customer')

1               INTERPRETATION

1.1              The definitions and rules of interpretation in this clause apply in this licence.

Affiliate means any business entity from time to time controlling, controlled by, or under common control with, either party.

Business Day means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.

Content Standards means the standards set out in clause 4 .

End Users mean the individuals, users of/visitors to the Website and the ultimate users of the Supplier's Plug-in.     

Fee means the licence fee payable by the Customer to the Supplier under clause 7 .

Insolvency Event means, in respect of a party: (a) other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved; or (b) the appointment of an administrator of, or the making of an administration order in relation to, either party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity's undertaking, assets, rights or revenue; or (c) that party making an application to a court of competent jurisdiction for protection from its creditors; or (d) that party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; or (e) that party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors.

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Maintenance means the software that corrects faults, adds functionality or otherwise amends or upgrades the Plug-in, but which does not constitute a new version of the Plug-in.

Open-Source Software means open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org).

Plug-in means the interactive chat room and bulletin board service denominated 'Matchchat'.

Website means the Customer's website, at [WEBSITE].

2               LICENCE

2.1            In consideration of payment of the Fee and subject to any earlier termination in accordance with clause 13, the Supplier grants to the Customer a non-exclusive perpetual licence to download and to host the Plug-in on the Website. Subject to clause 13.3, the Customer agrees that it shall continuously host the Plug-in on its Website for a minimum period of one year.

2.2           Except as permitted by law, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Plug-in in whole or in part.

2.3           The Customer shall not (a) sub-license, assign or novate the benefit or burden of this licence in whole or in part; (b) allow the Plug-in to become the subject of any charge, lien or encumbrance; (c) deal in any other manner with any or all of its rights and obligations under this licence; or (d) use the Plug-in for unlawful purposes. 

2.4           The Customer may not use the Plug-in (nor permit End Users to use the Plug-in) (a) in any way that breaches any applicable local, national or international law or regulation; (b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; (c) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards or to permit any of the foregoing; (d) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation or to permit any of the foregoing (spam) (e) to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware or to permit any of the foregoing.

3               INTERACTIVE SERVICES

3.1            The Supplier provides interactive services via the Plug-in including, without limitation, a commenting platform and other interactive services (collectively 'Interactive Services').

3.2           The Supplier is under no obligation to oversee, monitor or moderate any Interactive Services, and expressly excludes (insofar as is permitted by applicable law) its liability for any loss or damage arising from the use of any Interactive Service by the Customer or an End User. The Customer agrees to oversee, monitor and moderate the Interactive Services. For this purpose, the Customer will be given access to the admin panel to which will permit the Customer to monitor content and delete content which does not comply with the Content Standards.

3.3           End Users are able to flag any Content which they consider discriminatory, abusive, offensive or inappropriate, or which they consider does not meet the Content Standards. The Customer will be responsible for the removal of any such Content. However, the Supplier reserves the right to remove content regardless of whether it has been flagged by an End User and for any reason.

3.4           The use of any of the Interactive Services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use the Interactive Services that it is important that they communicate with their children about their safety online. Minors who are using the Interactive Services should be made aware of the potential risks to them.

3.5           In respect of the moderation of the Interactive Services, the Customer shall provide the End Users with a means of contacting the moderator, should a concern or difficulty arise.

3.6           The Supplier may include advertisements as part of the Plug-in, the Customer agrees to comply with any specifications that may be provided by the Supplier from time to time to enable proper delivery, display, tracking and/or reporting of adverts.

4               CONTENT STANDARDS

4.1            These Content Standards apply to any and all material which the Customer or End Users contribute to the Supplier's Plug-in ('Contributions'), and to any Interactive Services associated with it.

4.2           The Customer must comply with the spirit of the following standards when monitoring and moderating use by End Users and use reasonable endeavours to ensure that End Users also comply. The standards apply to each part of any Contribution as well as to its whole.

4.3           Contributions:

4.3.1            must be accurate (where they state facts).

4.3.2           must be genuinely held (where they state opinions).

4.3.3           must comply with applicable law in the UK and in any country from which they are posted.

4.3.4           must not contain any material which is defamatory of any person.

4.3.5           must not contain any material which is obscene, offensive, hateful or inflammatory.

4.3.6           must not promote sexually explicit material.

4.3.7           must not promote violence.

4.3.8           must not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

4.3.9           must not infringe any copyright, database right or trade mark of any other person.

4.3.10         must not be likely to deceive any person.

4.3.11           must not be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

4.3.12         must not promote any illegal activity.

4.3.13         must not be threatening, abusive or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.

4.3.14         must not be likely to harass, upset, embarrass, alarm or annoy any other person.

4.3.15         must not be used to impersonate any person, or to misrepresent identity or affiliation with any person.

4.3.16         must not give the impression that they emanate from us, if this is not the case.

4.3.17          must not advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

4.4           The Supplier may at any time sub-licence, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.

4.5           The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Plug-in is being used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

4.6           The Supplier will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect the Customer's computer equipment, smart phone or other mobile device, computer programs, data or other proprietary material due to the Customer's use of the Plugin or to the Customer downloading of any content via the Plug-in, or on any website linked to it.

4.7           The Supplier assumes no responsibility for the content of websites linked on the Supplier's website or Plug-in or displaying its Plug-in. Such links should not be interpreted as endorsement by the Supplier of those linked websites. The Supplier will not be liable for any loss or damage that may arise from the Customer's use of them or End User's use of them.

4.8           The Supplier is not responsible for, and makes no representations or warranties in relation to, the delivery of any content or information sent through its website or Plug-in or through the Customer's Website or that of any Affiliate to anyone. In addition, the Supplier neither warrants nor represents that the Customer's use of its Plug-in will not infringe the rights of third parties. Any material, service, or technology described or used on the Plug-in may be subject to Intellectual Property Rights owned by third parties who have licensed such material, service, or technology to the Supplier.

4.9           The Supplier does not have any obligation to verify the identity of the persons subscribing to the services, nor does it have any obligation to monitor the use of their services by other users of the community; therefore, the Supplier disclaims all liability for identity theft or any other misuse of the Customer's identity or information or End Users identity or information.

4.10         The Supplier does not guarantee that the services, its website or Plug-in will function without interruption or errors in functioning. In particular, the operation of the services may be interrupted due to Maintenance, updates, or system or network failures. The Supplier disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, the Supplier disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the Plug-in due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet or mobile network, and for any other reason.

4.11           The Supplier does not guarantee that the Plug-in will be secure or free from bugs or viruses. The Customer is responsible for configuring its information technology, computer programs and platform in order to host the Plug-in. The Customer should use anti-virus software.

5               UPLOADING CONTENT  

5.1            Whenever the Customer make use of a feature that allows it or End Users to upload content to the Supplier's Plug-in, or to make contact with other users of the Plug-in, the Customer must comply with the Content Standards. 

5.2           The Customer warrants that if any such contribution does not comply with those standards, it will be liable to the Supplier and indemnify the Supplier for any breach of that warranty. The Customer will be responsible for any loss or damage the Supplier suffers as a result of its breach of warranty.

5.3           Any content the Customer or an End User uploads to the Plug-in will be considered non-confidential and non-proprietary, and the Supplier has the right to use, copy, distribute and disclose to third parties any such content for any purpose (including commercial use).

5.4           The Supplier also has the right to disclose the Customer's identity and that of End Users to any third party who is claiming that any content posted or uploaded by the Customer or End Users to the Customer's Website or the Plug-in constitutes a violation of their Intellectual Property Rights, or of their right to privacy.

5.5           The Supplier will not be responsible, or liable to any third party, for the content or accuracy of any content posted by the Customer, End Users or any other user of the Customer's Website or the Plug-in.

5.6           The Supplier has the right to demand that the Customer removes any posting it or any End User makes via the Supplier's Plug-in if, in the Supplier's opinion, the post does not comply with the content standards set out in the Supplier's  Acceptable Use Policy: http://matchchat.co.uk/terms.html

5.7           The views expressed by End Users on the Customer's Website or on the Plug-in do not represent the Supplier's views or values and the Supplier shall have no liability in respect of them.

6               MAINTENANCE

            The Supplier reserves the right to take down the Plug-in to perform routine Maintenance and upgrades from time to time as necessary upon giving reasonable prior notice to the Customer. Emergency Maintenance may be carried out without notice. The Supplier will use best endeavours to ensure that Maintenance of the Plug-in will not adversely affect the then existing facilities or functions of the Plug-in or have a material adverse effect on the Customer's business operations.

7               FEES and ADVERTISING revenue share

7.1             The Customer shall pay to the Supplier a licence Fee of £0 per month, the first payment due on commencement of this licence.

7.2           All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.

7.3           If the Customer fails to make any payment due to the Supplier under this licence by the due date for payment, then, without limiting the Supplier's right to terminate under clause 13 , the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.4           If so agreed, in place of the licence Fee, the Customer will pay the Supplier a percentage of [xx%] of the net revenues related to the number of valid clicks on adverts, the number of valid impressions of adverts and/or other events performed in connection with the display of adverts on the Website.

7.5           Payment of the share of the revenues will be made by the Customer to the Supplier on a monthly basis within 30 (thirty) days of the end of the relevant month.

7.6           If so agreed, the Supplier will pay to the Customer, a percentage of [xx%] of the net revenues, as determined at its sole discretion, related to the number of valid clicks on adverts, the number of valid impressions of adverts and/or other events performed in connection with the display of adverts on the Plug-in.

7.7            Payment of the share of the revenues will be made by the Supplier to the Customer on a monthly basis within 30 (thirty) days of the end of the relevant month.

7.8           It is understood that the Supplier will not be liable for any payment based on: (a) any amounts which result from invalid clicks or impressions on adverts generated by any person, bot, automated program or similar device, as reasonably determined by the Supplier, including without limitation through any clicks or impressions solicited by payment of money, false representation, or request for End Users to click on adverts; (b) adverts delivered to End Users whose browsers have JavaScript disabled; (c) adverts benefiting charitable organizations and other placeholder or transparent adverts that the Supplier may deliver; or (d) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of these terms by the Customer for any applicable pay period. The Supplier reserves the right to withhold payment due to any of the foregoing or any breach of the agreement by the Customer, pending the Supplier's reasonable investigation of any of the foregoing or any breach of these terms by the Customer, or in the event that an advertiser whose adverts are displayed in connection with the Plug-in defaults on payment for such adverts to the Supplier. The Customer agrees to pay all applicable VAT, other taxes or charges imposed by any government entity in connection with any payments received hereunder.

7.9           The Customer acknowledges and agrees that the Supplier may change its pricing and/or payment structure at any time.

7.10          If the Customer disputes any payment made hereunder, it must notify the Supplier in writing within thirty (30) days of any such payment; failure to so notify will result in the waiver by the Customer of any claim relating to any such disputed payment.

8               CONFIDENTIALITY AND PUBLICITY

8.1            Each party shall, during the term of this licence and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any and all, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information. For the avoidance of doubt, the Supplier shall be permitted to disclose the following information which includes, but is not limited to: customer business and website name, customer web address(es), customer website traffic and other analytics. The Customer hereby consents to this information being disclosed and as such, the disclosure of such information shall not constitute a breach of this agreement.

8.2           No party shall make, or permit any person to make, any public announcement concerning this licence without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. Notwithstanding the foregoing it is agreed that the Supplier shall be permitted to make announcements informing of the new partnerships it has formed.  

9               WARRANTIES

9.1            The Supplier does not warrant that the use of the Plugin will be uninterrupted or error-free.

9.2           The Customer accepts responsibility for the selection of the Plug-in to achieve its intended results and acknowledges that the Plug-in has not been developed to meet the individual requirements of the Customer.

9.3           Any Open-Source Software provided by the Supplier may be used according to the terms and conditions of the specific licence under which the relevant Open-Source Software is distributed, but is provided "as is" and expressly subject to the disclaimer in clause 9.4 .

9.4           All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded by the Supplier, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

10            LIMITS OF LIABILITY

10.1           Subject to clause 10.2 :

10.1.1            the Supplier shall not in any circumstances have any liability for any losses, damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever ;

10.1.2           the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the  previous year's licence Fee actually paid by the Customer to the Supplier; and

10.1.3           the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.

10.2         Nothing in this licence shall limit or exclude the Supplier's liability for (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any matter which cannot be limited or excluded by applicable law.  

10.3         The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law.

10.4         All dates supplied by the Supplier for the delivery of the Plug-in shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

10.5         All references to "the Supplier" in this clause 10 shall, for the purposes of this clause and clause 20 , be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

11            INTELLECTUAL PROPERTY RIGHTS

11.1            The Customer acknowledges that all Intellectual Property Rights in the Plug-in belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Plug-in other than the right to use it in accordance with the terms of this licence.

11.2           By providing, uploading, contributing, disseminating or otherwise making content or information available on the Supplier's Plug-in the Customer (a) assigns ownership of the Intellectual Property Rights in that content or information to the Supplier; (b) warrants that at the time of contributing the content or information that it is the sole owner of the Intellectual Property Rights in that content or information, and agrees to indemnify the Supplier from and against any claim by any third party that the content or information infringes such third party's Intellectual Property Rights; (c) warrants that it has the consents relevant and applicable to any third party featured or appearing (or whose trademarks and other intellectual property may appear) in that content or information to share it with the Supplier, and to assign ownership of the Intellectual Property Rights in that content or information to the Supplier, and agrees to indemnify the Supplier from and against any claim by any third party that results from the Customer's failure to do so; and (d) agrees to waive any and all moral rights that it may have to be recognised or attributed as the author or creator of that content or information.

12            PRIVACY POLICY

The Supplier may process information about the Customer and the End Users in accordance with its Privacy Policy, which can be read here: http://matchchat.co.uk/terms.html 

13            DURATION AND TERMINATION

13.1           The Supplier may terminate this licence at any time by giving one month's written notice to the Customer.

13.2         Without affecting any other right or remedy available to it, the Supplier may terminate this licence with immediate effect by giving written notice to the Customer if:

13.2.1           the Customer fails to pay any amount due under this licence on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;

13.2.2         the Customer commits a material breach of any other term of this licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;

13.2.3         the Customer repeatedly breaches any of the terms of this licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this licence;

13.2.4         an Insolvency Event affecting the Customer occurs;

13.2.5         the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or

13.2.6         there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).

13.3         The Customer may terminate this licence, without cause, at any time following a period of three months from the date of commencement of this licence by giving three months' written notice to the Supplier.

13.4         Any provision of this licence that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this licence shall remain in full force and effect.

13.5         Termination or expiry of this licence shall not affect any rights or remedies of the Supplier that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the licence which existed at or before the date of termination or expiry.

13.6         On termination for any reason:

13.6.1           all rights granted to the Customer under this licence shall cease;

13.6.2         the Customer shall cease all activities authorised by this licence;

13.6.3         the Customer shall immediately pay to the Supplier any sums due to the Supplier under this licence; and

13.6.4         the Customer shall immediately delete all copies of the Plug-in then in its possession, custody or control and certify to the Supplier that it has done so.

14            WAIVER

No failure or delay by the Supplier to exercise any right or remedy provided under this licence or by law shall constitute a waiver of that or any other right or remedy, nor shall 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 shall prevent or restrict the further exercise of that or any other right or remedy.

15            REMEDIES

Except as expressly provided in this licence, the rights and remedies provided under this licence are in addition to, and not exclusive of, any rights or remedies provided by law.

16            ENTIRE AGREEMENT

16.1           This licence, the schedules and the documents annexed as appendices to this licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

16.2         The Customer acknowledges that, in entering into this licence and the documents referred to in it and annexed to it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) other than as expressly set out in this licence or those documents.

16.3         The Customer agrees that the only rights and remedies available to it arising out of or in connection with a representation shall be for breach of contract.

16.4         Nothing in this clause shall limit or exclude any liability for fraud.

17            VARIATION

The Supplier may revise these terms at any time. Any changes made are binding on the Customer. Customers will be notified of any changes made to these terms by email.

18            SEVERANCE

18.1           If any provision or part-provision of this licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this licence.

18.2         If any provision or part-provision of this licence is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

19            COUNTERPARTS and execution

19.1       This licence may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. This licence may be executed by installing the Plug-in. The Customer acknowledges and understands that by installing the Plug-in, it agrees to the terms of this licence which are binding.

19.2      If the Customer does not agree to the terms of this licence, the Supplier will not license the Plug-in to the Customer and the installation process must be discontinued.

20            THIRD-PARTY RIGHTS

A person who is not a party to this licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this licence, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

21            NO PARTNERSHIP OR AGENCY

21.1           Nothing in this licence is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

21.2         Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22            FORCE MAJEURE

Neither party shall be in breach of this licence nor liable for delay in performing, or failure to perform, any of its obligations under this licence if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 90 days, the party not affected may terminate this licence by giving 30 days' written notice to the affected party.

23            NOTICES

23.1         Any notice given to a party under or in connection with this contract 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 fax to its main fax number; or (c) sent by email to the following email addresses: (i) Matchchat: james@matchchat.co.uk (ii) Customer [insert Customer's contact email].

23.2        Any notice shall be deemed to have been received (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or (c) if sent by fax, at 9.00 am on the next Business Day after transmission or (d) if sent by email, at 9.00 am on the next Business Day after transmission.

23.3        This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24            GOVERNING LAW AND JURISDICTION

24.1         This licence 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 construed in accordance with the law of England and Wales.

24.2        The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this licence or its subject matter or formation (including non-contractual disputes or claims).

 

THIS LICENCE has been entered into on the date stated at the beginning of it or on the date on which the Plug-in is installed.