App Advisory Plus End User Licence Agreement

 This End User Licence Agreement ("EULA") is an agreement between:

1. App Advisory Plus Limited (trading as "App Advisory Plus'), a company incorporated in England and Wales under number 11556602 and whose registered office is at Evolution House Iceni Court, Delft Way, Norwich, Norfolk NR6 6BB ("AAP"); and
2. you, a person authorised to use the Services ("End User" or "you") by an AAP client ("Client"),

for use of the App Advisory Plus app database and software platform ("Platform"), which enables members to obtain information relating to applications from app partners who have authorised integrations with leading cloud accounting software solutions, including Xero, QBO, FreeAgent, Sage and KashFlow.

We license use of the Platform to you on the terms of this EULA. We do not sell the Platform to you and we remain the owners of the Platform at all times.

Important notice:

• By using the platform and/or services you agree to the terms of the licence which will bind you.
• If you do not agree to the terms of this licence, we will not license the platform to you and your rights to access the platform and services will immediately terminate.

We recommend that you print a copy of this EULA for future reference.

 

1. Interpretation

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

Affiliate	any company which is under common management control of, and of which more than 50% of the shares (or equivalent) are owned by: a party; a subsidiary of that party; its ultimate holding company; or any direct or indirectly owned subsidiary of such ultimate holding company (where "holding company" and "subsidiary" shall be as defined in section 1159 of the Companies Act 2006).
Business Day	a day other than a Saturday, Sunday or public holiday in England.
Client Materials	any data, documents, materials, content, text, contributions to chat boards or community forums or other information uploaded to the Platform by you.
Data	any information, content, materials or data provided through the Platform by AAP (excluding the Client Materials).
Device	any computer, mobile or other device, whether or not it is owned by you.
Documentation	any documents and/or materials made available to you by AAP from time to time which sets out a description of the Platform, the Services and/or any user instructions for the Platform or Services.
End Customer	a customer of the End User.
Intellectual Property Rights	any patents, trade marks, service marks, copyright, database rights, moral rights, design rights, unregistered design rights, domain names, rights in get-up, topography rights, know-how, confidential information and any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in England or any other part of the world together with any goodwill relating or attached to such rights.
Normal Business Hours	9.00 am to 5.00 pm local UK time, each Business Day.
Services	the subscription services provided by AAP to you under this EULA for the use of the Platform during the Licence Period. Without limitation, the Services may include: app search, access to app reviews and user opinion, community boards, guides and tools for successful app implementations, an app helpdesk.
Website	https://appadvisoryplus.com/

1.2 Please note that additional definitions are also contained within the body of this EULA.

1.3 The terms of this EULA apply to the Platform or any of the services accessible through the Platform (including, without limitation, the access of the Data relating to the Clients' account).

1.4 We may update this EULA at any time by emailing you with details of the change or notifying you of a change when you next log into the Platform. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Platform and the Services.

1.5 From time to time updates to the Platform may be released. Depending on the update, you may not be able to use the Platform and the Services until you have accepted any new terms. Certain updates, upgrades and/or additional features may also be subject to additional payment.

1.6 You accept responsibility in accordance with the terms of this EULA for the use of the Platform on or in relation to any Device.

1.7 The terms of our Privacy Notice (as updated from time to time), available at https://appadvisoryplus.com/help/cookies-privacy are incorporated into this EULA by reference. Additionally, by using the Platform, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Platform may be read or intercepted by others.

1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.9 The terms 'including', 'include', 'in particular' or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.10 Clause headings are for reference purposes only and shall not affect the interpretation of this EULA.

1.11 A reference to 'writing' or 'written' includes and email unless stated otherwise, but not faxes.

2. Using the software

2.1 You must be over sixteen years of age to create an account to use the Platform.

2.2 You are responsible for maintaining the confidentiality of your account and password and you agree to accept responsibility for all activities that occur under your account or password.

2.3 You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided.

3. Order details

3.1 You may place an order ("Order") for a licence to use the Platform ("Licence") through the Website or from an AAP representative directly, for a prescribed period (which shall automatically renew in accordance with clause 11.1) ("Licence Period"). The Order will detail the applicable fees, the duration of the Licence and you will need to submit your payment details and make payment in accordance with clause 4. The Licence may be for full access to the Platform or for certain features only, as specified in the applicable Order.

3.2 Where you have selected to obtain a free trial of the Platform ("Trial Period") on the Website, you will be entitled to a trial for the period specified on the Website. At the end of the Trial Period, your access to the Platform will automatically terminate and you will need to purchase a Licence for continued use of the Platform. During any Trial Period you will only be entitled to use the Platform, the Services and the Data as a business tool for the ordinary day to day activities involved in the administration and running of your business.

3.3 Any Orders placed by you will be treated as an offer to purchase a Licence, or a Trial Period, to use the Platform. When you place an Order, we will send you a message confirming receipt of your Order and containing the details of your Order (the "Order Notification"). The Order Notification is acknowledgement that we have received your Order, and does not confirm acceptance of your offer to purchase a Licence or a Trial Period to use the Platform.

3.4 We only accept your offer, and conclude the contract when we: (i) debit your credit, debit card or PayPal account or (ii) send an e-mail confirming to you that we've accepted your Order (the "Order Confirmation").

3.5 By purchasing a Licence, you confirm that you have authority to bind any business on whose behalf you purchase a Licence for.

3.6 In the unlikely event that the fees shown on the Website is wrong, and we discover this before accepting your Order in accordance with clause 3.4, we are not required to provide a licence at the fee level shown. We always try and ensure that the fees shown on our Website are accurate, but occasionally genuine errors may occur. If we discover an error in the fees for the Licence that you have ordered we will let you know as soon as possible and give you the option of re-confirming your Order at the correct level of fees or cancelling it.

3.7 All credit / debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to or does not, for any reason, authorise payment to us we will not be liable to you for any delay.

3.8 If your credit or debit card payment is not processed successfully for any reason, we reserve the right to re-attempt processing of the payment. We will give you at least 48 hours' notice in advance of any re-attempt to process payment by sending an email to the email address you have provided to us. If you do not want us to re-attempt process payment, you must cancel your Order within 48 hours of us sending you this email.

4. Fees and payment

4.1 In consideration of the provision of the Licence under this EULA, you must pay the charges as set out in the applicable Order. Notwithstanding the fees specified in an Order, we reserve the right to increase the fees annually at our sole discretion upon providing you with written notice.

4.2 All amounts payable must be made in pounds sterling (GBP) and are non-refundable.

4.3 All fees are exclusive of VAT, which shall be payable in addition to the fees (where applicable).

4.4 You will not be entitled to set-off, counterclaim, deduct or withhold payment under this EULA.

4.5 If you do not pay any fees by the relevant due date, we reserve the right to take the following actions:

a) charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or

b) suspend the Services we provide to you. We will not be liable for any loss of data that may occur in relation to the suspension of the Services.

4.6 We may set-off any liability that you may have to us against any liability that we may have to you.

5. Service levels

5.1 Subject to circumstances outside of AAP's reasonable control, AAP aims to keep the Platform operational:

a) for a minimum of 97.5% of the time during Normal Business Hours; and

b) 95% of the time overall.

5.2 AAP shall use reasonable endeavours to publish the times of planned system outages within the Platform. So far as is reasonably practical, AAP shall aim to keep any planned system outages outside of Normal Business Hours and shall aim to keep such outages under four hours' continuous duration on each occasion.

5.3 We do not warrant that:

a) your use of the Platform will be uninterrupted or error-free;

b) the Services or Data obtained by you through the Platform will meet your requirements; or

c) the Platform will be compatible with your Device or any telecommunication links.

5.4 We are 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 you acknowledge that the Platform, Services and Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6. Licence restrictions

6.1 Except as expressly set out in this EULA you agree:

a) not to copy the Platform or any underlying source code;

b) not to disclose your login information to the Platform to any other person;

c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform;

d) not to make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;

e) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

• •  not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or
  • not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

f) not to access all or any part of the Platform, the Services or any Data in order to build a product or service which competes with the Platform;

g) not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or the Services available to any third party (subject to clause 8.7);

h) not to attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Services, other than as permitted by EULA; and

i) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Platform,

together defined as "Licence Restrictions".

7. Acceptable use restrictions and obligations

7.1 You must:

a) not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices, into the Platform or any operating system;

b) not infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform, including the submission of any infringing material by you to the Platform;

c) not transmit any material that is defamatory, illegal, offensive or otherwise objectionable in relation to your use of the Platform;

d) not use the Data for any illegal, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of AAP;

e) not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

f) not collect or harvest any Data from the Platform or the Services or attempt to decipher any transmissions to or from the servers running the Platform,

together defined as "Acceptable Use Restrictions".

7.2 You shall use your best endeavours to use adequate technological and security measures, including measures we may reasonably recommend (such as anti-virus and firewall protection on your Device), or that you and we may agree to, from time to time.

7.3 Without prejudice to the obligations undertaken in this clause 7, you must notify us immediately upon becoming aware or suspecting that any login information has been used, or may be known, by any third party so that we can re-set your login details.

7.4 You agree to provide us with all reasonably required information, co-operation and assistance as may be required by us under this EULA in a timely and efficient manner.

7.5 You acknowledge that you are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.

8. Intellectual property rights

8.1 You may upload the Client Materials to the Platform from time to time for certain aspects of the Services. You shall own all right, title and interest in and to all of the Client Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Materials.

8.2 You hereby grant to AAP a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to use the Client Materials to the extent reasonably required to provide the Services from time to time. Please note that any contributions to chat boards or community forums will be retained on the Platform, but may be anonymised upon your written request. You acknowledge that AAP and its personnel may use any non-confidential details of the Services and the Data (including sharing any analysis or metrics gained from any testing) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print and on the AAP website).

8.3 In the event of any loss or damage to Client Materials, your sole and exclusive remedy shall be for AAP to use reasonable commercial endeavours to restore the lost or damaged Client Materials from the latest back-up of such Client Materials maintained by us in accordance with our archiving procedure in effect from time to time. We shall not be responsible for any loss, destruction, alteration or disclosure of Client Materials caused by any third party (except those third parties sub-contracted by AAP to perform services related to Client Materials maintenance and back-up).

8.4 You agree to ensure that no personally identifiable information will be uploaded to the Platform unless it is necessary as part of the Client Materials.

8.5 You acknowledge and agree that AAP and/or its licensors own all Intellectual Property Rights in the Platform, the Services, the Data and the Documentation. Except as expressly stated herein, this EULA does not grant you any Intellectual Property Rights, or any other rights or licences in respect of the Platform, the Services, the Data or the Documentation.

8.6 Subject to clause 8.7, we hereby grant to you a non-exclusive, revocable, non-transferable licence in the United Kingdom (or any territories that AAP operate in from time to time) to use the Platform, the Services, the Data and the Documentation solely for the Client's internal business operations. For the avoidance of doubt, this right of use does not permit the Client to display the Data on its website or any public facing media without obtaining AAP's prior written consent. The Platform, the Services, the Data and the Documentation may be used by you for the duration of the Licence Period (or Trial Period) and this right will terminate upon its termination or expiry (howsoever arising).

8.7 You may provide a sub-licence of the Data obtained from the Platform to your End Customers on a non-exclusive revocable, non-transferable licence in the United Kingdom solely in the provision of the End User's services to specific End Customers for such End Customers' internal business operations.

8.8 We warrant that we have all Intellectual Property Rights in relation to the Platform, the Services, the Data and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this EULA.

8.9 You acknowledge that you have no right to have access to the Platform in source-code form.

8.10 You warrant that all information disclosed to AAP is accurate, complete and that any Client Materials supplied may be used within the Platform and for the provision of the Services without breach of any third party rights or Intellectual Property Rights. Consequently, you will therefore indemnify and keep AAP and its Affiliates, officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by AAP arising out of or in connection with any claim:

a) in relation to the Client Materials infringing a third party's Intellectual Property Rights;

b) in relation to the Client Materials' contents, accuracy or completeness; and/or

c) for any defamatory, offensive or illegal content, information or materials provided by you either directly or indirectly to AAP.

8.11 You must notify us immediately upon becoming aware of any matters, facts or circumstances directly or indirectly affecting the Services which are, or appear to be, inconsistent in any information disclosed to AAP.

9. Confidentiality and data protection

9.1 Our approach to the capture, storing, sharing and use of information and data (including data supplied by you) is set out in our Privacy Notice.

9.2 Please read our Privacy Notice carefully as it is binding on you in relation to the processing of your Personal Data pursuant to your use of the Platform.

9.3 A party ("Receiving Party") will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party ("Disclosing Party") or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain ("Confidential Information").

9.4 In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:

a) to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party's obligations under this EULA;

b) not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party's obligations under this EULA and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement); and

c) to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.

9.5 Nothing in this EULA will prevent the Receiving Party from using or disclosing any Confidential Information which:

a) is in or comes into the public domain in any way without breach of this EULA by the Receiving Party or any person or entity to whom it makes disclosure;

b) the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;

c) the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;

d) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or

e) is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.

9.6 This clause 9 shall survive termination of this EULA, however arising.

10. Limitation of liability

10.1 This clause 10 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party:

a) arising under or in connection with this EULA;

b) in respect of any use made by you of the Platform, the Services, the Data or the Documentation, or any part of them; and

c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA.

10.2 You acknowledge that the Platform has not been developed to meet your individual requirements. We only supply the Platform for each user's internal business operations.

10.3 Except as expressly and specifically provided in this EULA:

a) you assume sole responsibility for results obtained from the use of the Platform, the Services, the Documentation and the Data by you, and for conclusions drawn from such use. AAP shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to AAP by you in connection with the Services, or any actions taken by AAP at your 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 EULA; and

c) the Platform, the Services, the Documentation and the Data are provided to you on an "as is" basis, however, we will use reasonable endeavours to provide you with current and accurate data. Notwithstanding any other provision, we will not be liable if any Data is not current at any time.

10.4 Nothing in this EULA limits or excludes the liability of either party: (i) for death or personal injury resulting from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; (iii) under any indemnity in this EULA; or (iv) for any other liability which cannot be excluded by law.

10.5 Subject to clause 10.4:

a) neither party will be liable to the other party for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

b) each party's total liability to the other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this EULA will be limited to the fees paid or payable for the Services in the previous 12 months giving rise to such liability.

10.6 You will indemnify and keep AAP and its Affiliates, officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by AAP arising out of or in connection with any breach of this EULA by the End User, or by any third party acting on the End User's behalf.

11. Termination

11.1 Your Licence will automatically renew:

a) at the end of each month if you have placed an Order for a monthly Licence, unless and until you provide AAP with at least one calendar months' prior written notice; or

b) at the end of each year if you have placed an Order for an annual Licence, unless and until you provide AAP with at least one month's prior written notice,

provided that all fees due under this EULA (for the full Licence Period) are paid in full.

11.2 Without limiting any other rights or remedies, either party ("Terminating Party") may terminate this EULA with immediate effect by providing written notice to the other party ("Defaulting Party") on or at any time after the occurrence of any of the events specified below:

a) a breach by the Defaulting Party of its obligations under this EULA which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or

b) an event, including (or similar in nature to) the following:

1. 1. 1. the Defaulting Party is unable to pay its debts as they fall due;
      2. the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;
      3. a receiver is appointed in respect of the whole or any part of the Defaulting Party;
      4. a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or
      5. the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

11.3 We may terminate or suspend (at our sole discretion) this EULA immediately by providing notice to you if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

11.4 On termination for any reason:

a) all rights granted to you under this EULA shall cease;

b) you must immediately cease all activities authorised by this EULA; 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 EULA which existed at or before the date of termination shall not be affected or prejudiced.

11.5 If, for whatever reason, our relationship with a third party service or data provider is restricted, suspended or terminated which affects our ability to provide the Platform, the Services or the Data, we will notify you in writing and use reasonable endeavours to re-commence the Platform, the Services and the provision of the Data as soon as possible. However, we will have no liability to you for any interruptions or termination of the Platform or the Services hereunder.

11.6 The suspension or cancellation of your account and your right to use the Platform shall not affect either party's rights or liabilities.

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

12. Communication between us

12.1 If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to hello@appadvisoryplus.com. We will confirm receipt of this by return e-mail.

12.2 Subject to clause 12.3, if we have to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in your request for the Platform.

12.3 All legal notices (i.e. notices not related to the provision of the Services) must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party's registered address (for the End User, this will be the Client's registered address) (or such other address notified to the other party in writing from time to time). It is agreed that serving notice by email or fax will not be an effective method of providing notice of a claim under this EULA. For the avoidance of doubt, termination notices may be provided by email.

12.4 As part of your registration with App Advisory Plus you will also be added to the App Advisory Plus newsletter database. You can unsubscribe at any point from this newsletter via the link in the newsletter email.

13. Events ourside our control (force majeure)

13.1 Neither party shall in any circumstances have any liability to the other party under this EULA if it is prevented from, or delayed in, performing its obligations under this EULA or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes or illness involving the workforce of AAP, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. If the force majeure event continues for a period of four weeks or more, the unaffected party may terminate this EULA with immediate effect by providing the other party with written notice.

14. Third party providers

14.1 You hereby acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that if you do so, this is solely at your own risk.

14.2 AAP 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 you with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not AAP.

14.3 AAP recommends that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third party website. AAP does not endorse or approve any third party website nor the content of any of the third party website made available through the Platform.

15. Miscellaneous

15.1 This EULA constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this EULA 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 are not set out in this EULA. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA.

15.2 Subject to clause 1.4, no variation of this EULA will be effective unless it is in writing and signed by the authorised representatives of the parties.

15.3 No failure or delay by a party to exercise any right or remedy provided under this EULA 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. The rights and remedies provided under this EULA are in addition to, and not exclusive of, any rights or remedies provided by law.

15.4 You shall not, without the prior written consent of AAP, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA. AAP may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA.

15.5 Nothing in this EULA is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15.6 No one other than a party to this EULA, their successors and permitted assignees, shall have any right to enforce any of its terms.

15.7 If any provision or part-provision of this EULA is or become 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 EULA.

16. Law and jurisdiction

16.1 This EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

1118.1019.2