Secret Spa End User Licence Agreement

Last modified: 22/08/2023

The terms and conditions contained in this agreement (the “Agreement”), and any applicable terms and conditions and policies featured on Solo, form the legal agreement between you, as either an individual or a single legal entity (“You” or “Your”), and Secret Spa (London) Ltd (trading as Solo), a private company limited by shares incorporated in England and Wales with registered number 09470015, or any other member of it's group of companies (“Secret Spa”or “Solo” or “We” or “Our” or “Us”) in respect of Your use of “Solo”, Our professional service provider booking platform, and any other products we may provide to You. This Agreement, and any applicable terms and conditions and policies featured on Solo, shall govern Your use of Solo, including any updates and accompanying written documentation.

BY USING SOLO YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IFYOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORISED TO USE SOLO AND MUST CEASE USE OF SOLO IMMEDIATELY.

‍

1. SOLO

1.1    Solo is a website which enables You to book personal care services (the “Treatments”) from a network of independent service providers (the “Service Providers”).

1.2    We licence you to use Solo as permitted by this Agreement.

‍

2. YOUR DATA AND PRIVACY

2.1    If You use Solo, You may provide personal data to Us. Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them, this information can be found at https://booksolo.co/policies/privacy and https://secretspa.co.uk/privacy-policy, in any related policies, and this Agreement.

2.2    Please be aware that internet transmissions are never completely private or secure and that information You send using Solo may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

2.3    All information You provide to Us will remain Your property.

2.4    By using Solo, You agree to Us collecting and using technical information about the devices You visit Solo on and related software, hardware and peripherals to improve Solo and Our other products and services offered to You.

2.5    By using Solo, You authorise Us to share Your email address, first and last name and purchase histories with the Service Providers with whom You choose to purchase a Treatment. You further authorise Solo to share with Service Providers information about previous Treatments You have purchased using Your payment card. Please refer to Our privacy policies, details of which can be found in paragraph 2.1.

‍

3. SUPPORT FOR SOLO AND HOW TO TELL US ABOUT PROBLEMS

3.1    Support. If you want to learn more about Solo or have any problems using it please contact us.

3.2    Contacting us (including with complaints). If you think Solo is faulty or misdescribed or you wish to contact us for any other reason, please email our customer service team at team@secretspa.co.uk.

3.3    How we will communicate with you. If we have to contact you, we will do so by email, by SMS or by post, using the contact details you have provided to us when using Solo.

‍

4. PAYMENT

4.1    At the point of booking a Treatment using Solo, the Service Provider may require You to choose from three payment options:

    (a) to pay a deposit at the time of booking and the full amount due for the Treatment on the day of the Treatment;

    (b) to pay the full amount after the booking for theTreatment is confirmed by the Service Provider; or

    (c) to pay the full amount immediately at the time of booking,

either via Stripe Inc. card payment, cash or bank transfer.

4.2    When You make a payment, You will be directed to the website of the payment gateway to make the payment. The terms of use of the payment gateway will apply to your use of their service.

4.3    By entering Your payment card details in Solo (if applicable), and agreeing to pay for services within Solo, You are authorising Secret Spa to make a charge to Your payment card as necessary to complete the purchase for the Treatment. Should You be entitled to any refund, chargeback or such other adjustment associated with a purchase made through Solo, it shall be the responsibility of the Service Provider to issue such payment to You in accordance with their refund policy.

‍

5. COMPATIBILITY WITH DEVICES

5.1    You are responsible for ensuring that Solo is compatible with the device You choose to use prior to using Solo and making any payments on Solo and Secret Spa does not warrant that Solo will be compatible with Your device or any third-party carrier. Your use of Solo may remain subject to the terms of Your agreement with the manufacturer of Your device and any third-party carrier.

5.2    You confirm when using Solo, that Your chosen device has not been modified contrary to the manufacturer’s software or hardware guidelines and acknowledge that using Solo on a modified device is expressly prohibited and is in breach of the terms of this Agreement. Solo reserves the right to terminate the account of any person found using Solo on a modified device.

‍

6. ACCEPTABLE USE AND CONDUCT

6.1    In return for Your agreeing to comply with these terms, you may download, view, use and display Solo and the services provided by Solo on such devices for your personal purposes only on the terms of this Agreement.

6.2    Solo has not been developed to meet your individual requirements. Please check that the facilities and functions of Solo meet your requirements before using it.

6.3    You represent and warrant that:

    (a) You are of legal age or older in Your jurisdiction and competent to agree to this Agreement;

    (b) You are not and shall not when using Solo be located in, or under the control of, a national or resident of a country subject to sanctions or otherwise embargoed by the United Kingdom, European Union or United States and are not a prohibited end user under applicable export control laws;

    (c) You have all requisite rights and authority to use Solo in accordance with thisAgreement and to grant all applicable rights herein;

    (d) You are solely responsible for maintaining the confidentiality of Your Solo account login and password;

    (e) You agree that Secret Spa will not be liable for any losses incurred as a result of a third party's use of Your Solo, regardless of whether such use is with or without Your knowledge and consent;

    (f) You will use Solo for lawful purposes only and subject to this Agreement;

    (g) any information You submit using Solo is true, accurate, and correct; and

    (h) You will not attempt to gain unauthorised access to any system operated by Secret Spa, other account(s), or network under the control or responsibility of Secret Spa through hacking, cracking, password mining, or any other unauthorised means.

6.4    You acknowledge that You are not permitted to use Solo if the above representations and warranties are untrue.

6.5    We are giving you personally the right to use Solo as set out above and you may not otherwise transfer Solo or the services provided by Solo to someone else, whether for money, for anything else or for free. If you sell any device on which Solo is downloaded, you must remove it.

6.6    If you use Solo for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

6.7    If Secret Spa has previously prohibited You from using Solo, You are not permitted to use Solo without the prior written consent of Secret Spa.

6.8    You are solely responsible for Your conduct and use of Solo. You are solely responsible for determining the suitability of Solo for Your needs and complying with any regulations, laws or conventions applicable to any data that You provide when using Solo.

6.9    By using Solo, You specifically agree not to engage in any activity, make payments or transmit any information that:

    (a) is illegal, or violates any law in the jurisdiction in which You are based, or from which You are using Solo, or any of England and Wales;

    (b) involves illegal activity or any attempt to commit illegal activity;

    (c) violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

    (d) interferes with any other person’s use and enjoyment of any of Solo;

    (e) attempts to impersonate another person or entity;

    (f) is commercial in a way that violates this Agreement;

    (g) accesses or uses, or seeks to access or use, the authentication key of another user without permission;

    (h) distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

    (i) interferes with, disrupts, disables, overburdens, or destroys the functionality or use of Solo, or the servers or networks operated by Secret Spa;

    (j) “hacks”or accesses without permission Our proprietary or confidential records, those of another user, or those of anyone else;

    (k) decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code in respect of Solo, except as expressly permitted in this Agreement or by law, unless and then only to the extent permitted by applicable law without consent;

    (l) removes, circumvents, disables, damages, or otherwise interferes with the security-related features of Solo; or

    (m) attempts to do any of the foregoing.

6.10    Any unauthorised use of any Secret Spa software system or Solo will be considered a violation of this Agreement and may also violate certain national or EU laws. Such violations may subject You and Your agents to civil and criminal penalties. Secret Spa may immediately remove any content or data, and/or suspend or cancel any account or application and/or prevent access to Solo if it becomes aware of any misuse or illegal actions associated with any user, without prior notice to You.

6.11    Secret Spa reserves the right to refuse any transaction if it reasonably believes that such transaction violates the terms of this Agreement or exposes You, Secret Spa, its partners, the Service Providers or any other user of Solo to harm. For the purposes of this paragraph, harm includes, but is not limited to, fraud and other criminal acts.

6.12    You hereby grant Secret Spa authorisation to share information about you, your Solo account, and/or any purchases made by You with an appropriate legal enforcement agency, if We reasonably suspect that your Solo account has been used for any unauthorised, illegal or criminal purpose.

‍

7. MESSAGING, NOTIFICATION AND CONSENTING TO BE NOTIFIED

7.1     Secret Spa, may from time to time, offer promotional programs, including one-time text messaging and subscription text messaging services (“Promotional Text Messaging”). By using Solo, You consent to receive Promotional Text Messaging from Us. Should you wish to opt-out of receiving Promotional Text Messaging, you can elect to do so by following the opt-out instructions within the Promotional Text Messaging.

7.2    You acknowledge and agree that Solo is a platform which may from time to time allow You or a Service Provider to send or receive text messages and other forms of messages to or from each other and accept that Secret Spa has no responsibility or liability for any such text message or message sent or received or any related message content. Your responsibilities and/or liabilities as set out within this Agreement remain Your sole responsibility regarding any text messages or other forms of messages You send or receive.

7.3    By using Solo, You acknowledge and agree that Secret Spa may provide to You disclosures and other notices from time to time as required by law and other information in connection with Solo and/or Your Solo account. Secret Spa may provide such disclosures and/or other notices to You electronically by emailing the email address linked to Your Solo account or by posting them on Solo. You are responsible for ensuring that the email address used for Your Solo account is current and valid. For the avoidance of doubt, any notification sent to an incorrect or invalid email used by You on Solo will constitute effective notice.

‍

8. USER CONTENT

8.1    By using Solo, You may provide reviews, feedback and other content regarding the Treatments, Service Providers and other products and services offered on Solo. Such content can include, but shall not be limited to, photos, names or other materials uploaded onto Solo (the “Content”). You acknowledge and agree that You will only upload Content You have created yourself or that You have obtained permission from the copyright owner of the Content to do so.

8.2    You acknowledge and accept that Secret Spa and it's partners are granted a worldwide, irrevocable, non-exclusive, fully-paid, royalty-free, transferable and sublicensable right and licence to use, reproduce, modify, adapt, publish, translate, distribute, derive revenue from including any other remuneration and to display (in whole or in part) any Content You upload to Solo to allow us to improve Our services, including but not limited to, promoting Solo and other services offered by Secret Spa.

8.3   You retain all rights in the Content You upload when using Solo, subject to the rights granted to Secret Spa in this Agreement. You may delete or amend your Content via Your Solo account. On termination of Your Solo account, your personal data will be deleted but other Content (including reviews) will be retained.

8.4    You acknowledge and agree that any Content You upload, post, transmit or distribute through Your use of Solo shall not be false, misleading, unlawful, lewd, pornographic, obscene, indecent, libellous, defamatory, threatening, harassing, hateful, abusive or otherwise encourage behaviour that would give rise to civil liability or would otherwise be considered a criminal offence. You understand and confirm that Secret Spa will not be responsible and shall have no obligation to pre-screen, edit, monitor, filter or confirm the lawfulness of any Content You upload when using Solo, but shall reserve the right in its sole and absolute discretion to refuse, remove, edit, disable and/or delete any Content at any time with or without notice. You understand that by using Solo, You may be exposed to Content that is offensive, indecent and/or objectionable.

8.5    Secret Spa accepts no responsibility and shall assume no liability for any Content, including any loss or damage to any Content.

‍

9. CHANGES TO SOLO AND TERMS OF THIS AGREEMENT

9.1    Secret Spa reserves the right to change Solo, to introduce new features and services without notice and to withdraw your access to Solo with 14 days’ notice, and without liability to You. Secret Spa also reserves the right to amend this Agreement and any associated policies from time to time. If this Agreement is modified, You shall be notified and asked to accept the new terms of this Agreement prior to the continued use of Solo by You. You shall not be permitted to use Solo if you do not accept the amended terms of this Agreement. This Agreement, as amended, will be effective upon the acceptance of the amended Agreement by You.

9.2    You are advised to review the most current version of this Agreement from time to time, located at https://booksolo.co/policies/end-user-agreement.

9.3    From time to time we may automatically update Solo to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update Solo for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using Solo.

‍

10. USERS SERVICE DISCLAIMER

10.1    You confirm and agree that We are not responsible for any Treatments or other goods and services acquired through Your use of Solo. Third-party merchants including the Service Providers, and not Us, provide the Treatments and other goods and services. These third-party merchants, including but not limited to the Service Providers, are responsible for customer service related to the purchase of any Treatment or other goods and services, including the nature, content, duration, quality, cancellation and/or refund and any issues concerning the overall experience.

10.2    Solo may contain links to other independent websites which are not provided by Us. Such independent sites are not under Our control, and We are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make Your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

10.3    Stripe Inc. and/or other entities issuing your payment card, and not Secret Spa or Solo, are responsible for customer service related to your payment card.

‍

11. LICENSE

11.1    Upon Your acceptance of this Agreement and for the duration of any license period, being the term of this Agreement, Secret Spa grants You a worldwide, royalty-free, non-exclusive and limited licence to access and use Solo in order for You to make use of Solo as contemplated by this Agreement.

11.2    You agree that You shall not modify, copy or create any derivative works based on Solo, licence, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise make Solo available to any third party. You further agree not to reverse engineer, disassemble or decompile any portion of Solo, access or use (or allow a third party to access and use) Solo for analytical purposes, including but not limited to, any person or organisation who may offer similar services to that of Secret Spa. You shall not seek to translate, merge, adapt, vary, alter or modify, copy any functions, graphics, source code or other features of Solo or otherwise use or exploit Solo in a manner not expressly permitted by thisAgreement.

11.3    You may be required to accept updates to Solo from time to time in order to continue usingSolo.  

‍

12. INTELLECTUAL PROPERTY

12.1    Secret Spa and/or its licensor(s) are the sole owners of Solo and all intellectual property rights in Solo, which includes any software, domains, and content (including without limitation the structural architecture, coding and functional amendments used by any user in creating an application) made available through Solo, which may be licenced (not sold) to You under this Agreement. You have no intellectual property rights in Solo or any services provided by Solo, other than the right to use them in accordance with this Agreement.

12.2    Solo is protected by the UK and International copyright and other intellectual property laws. Without limitation, this means that You may not sell, export, license, modify, copy, distribute or transmit Solo (or any part of it) or any material (other than Content owned by the user) provided through Solo without Secret Spa’s prior express written consent.

12.3    Secret Spa utilises third party licensed software and complies with the license agreements of this software. This includes providing a list of licensed third party software within the applications produced by Solo when attribution is required. This requirement is met via outlining the end user terms of use and listing any software that requires attribution. Secret Spa does not utilise copy-left licensed software in applications used by users that mandate the application and must make its source code publicly available or inhibit the user’s ability to sell their application.

12.4    Secret Spa and its graphics, logos, icons and service names related to Solo are registered and unregistered trademarks or trade dress of Secret Spa. They may not be used without Secret Spa’s prior express written permission.

12.5    All other trademarks not owned by Secret Spa that appear in connection with Solo (including without limitation on any application) are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Secret Spa.

‍

13. TERMINATION

13.1    This Agreement is effective upon any use of Solo and remains in effect until Your account with Solo is terminated. Terms that by their nature extend beyond termination shall survive termination of this Agreement. Failure to comply with any terms herein may result in automatic termination or your license to use Solo. Secret Spa may terminate Your account with Solo and/or rescind Your licence to use Solo based on this Agreement, and any applicable terms and conditions and policies featured on Solo.

13.2    We may rescind your licence to use Solo at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

13.3    You may terminate this Agreement at any time by deleting Your Solo account.

‍

14. DISCLAIMER OF WARRANTIES

14.1    SOLO ANDANY THIRD-PARTY SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. SECRET SPA AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF SOLO AND RELATED SOFTWARE AND ANY THIRD PARTY SOFTWARE OR SERVICES.

14.2    YOU UNDERSTAND AND AGREE THAT YOU USE SOLO, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH SOLO, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF SOLO AND SUCH THIRD PARTY SOFTWARE AND SERVICES.

14.3    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND WHERE THAT IS IN EFFECT, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

‍

15. LIMITATION OF LIABILITY

15.1    UNDER NO CIRCUMSTANCES SHALL SECRET SPA, OR ITS SUPPLIERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO SOLO, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF COPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

15.2    UNDER NO CIRCUMSTANCES SHALL SECRET SPA BE LIABLE FOR ANY ACTION, MIS-ACTION OR OMISSION OF ANY PROFESSIONAL ASSOCIATED WITH SOLO, INCLUDING BUT NOT LIMITED TO BAD TREATMENT, DESTRUCTION OF PERSONAL PROPERTY, FAILURE TO PERFORM, TARDINESS, ABUSE, UNPROFESSIONALISM, OR ANY SUCH OTHER ACT THAT MAY RESULT IN YOUR DISSATISFACTION.

15.3    SECRET SPA PROVIDES SOLO FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT OFFER ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF INFORMATION OBTAINED FROM SOLO OR ANY SERVICE PROVIDED BY SOLO OR SECRET SPA. ALTHOUGH WE MAKE REASONABLE EFFORTS TO UPDATE THE INFORMATION PROVIDED ON SOLO, WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT SUCH INFORMATION IS ACCURATE, COMPLETE OR UP TO DATE.

15.4    IF OUR PROVISION OF SOLO IS DELAYED BY AN EVENT OUTSIDE OUR CONTROL THEN WE WILL CONTACT YOU AS SOON AS POSSIBLE TO LET YOU KNOW AND WE WILL TAKE STEPS TO MINIMISE THE EFFECT OF THE DELAY. PROVIDED WE DO THIS WE WILL NOT BE LIABLE FOR DELAYS CAUSED BY THE EVENT BUT IF THERE IS A RISK OF SUBSTANTIAL DELAY YOU MAY CONTACT US TO DELETE YOUR ACCOUNT WITH US.

15.5    WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF SECRET SPA, AND ITS SUPPLIERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED: (i) GBP £5,000 IF NO AMOUNTS HAVE BEEN PAID BY YOU TO SECRET SPA; OR (ii) THE AMOUNT PAID BY YOU TO SECRET SPA IN THE THREE-MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM.

15.6    THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER DAMAGES ARISE FROM USEOR MISUSE OF AND RELIANCE ON SOLO, FROM INABILITY TO USE SOLO, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF SOLO (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

15.7    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DEATH OR BODILY INJURY OR THE LIMITATIONS ABOVE AND IN THOSE JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

‍

16. INDEMNIFICATION OBLIGATION

16.1    You will defend, indemnify, and hold Secret Spa, Our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable:

   (a) Your access to and use of Solo;

    (b) any violation of this Agreement by You or any person authorised by You; and

    (c) any infringement of any intellectual property rights or other right of any person or entity byYou.

16.2    Secret Spa retains the exclusive right to settle, compromise, and pay, without Your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at Your expense, to assume the exclusive defence and control of any matter for which You are required to indemnify us and You agree to cooperate with Our defence of these claims. You agree not to settle any matter in which We are named as a defendant and/or for which You have indemnity obligations without Our prior written consent. We will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

‍

17. GENERAL

17.1    Entire Agreement. This Agreement, and any applicable terms and conditions and policies featured on Solo including those mentioned in this Agreement, constitute the entire agreement between You and Secret Spa respecting the subject matter herein and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding Solo.

17.2    Waiver. Secret Spa’s failure to enforce a provision of this Agreement is not a waiver of its right to do so later. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Secret Spa.

17.3    Notices. Except as otherwise permitted by this Agreement, any notice required or permitted to be given in connection with Solo or this Agreement will be effective only if it is in writing and sent by email to any email address registered with Secret Spa by You or, in respect of Secret Spa, to info@secretspa.co.uk.

17.4    Assignment. This Agreement, and any rights and licences granted hereunder, may not be transferred or assigned by You with the prior written consent of Secret Spa, but may be assigned, transferred or delegated by Secret Spa without restriction.

17.5    No rights of third parties. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17.6    Force Majeure. Neither You nor Secret Spa will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, pandemic, notifiable disease, government-mandated lockdown, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

17.7    Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license to You under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

17.8    Governing Law and Jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that any dispute, claim or matter arising out of or in connection with this Agreement, its formation or the legal relationships established by this Agreement including any non-contractual obligations arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales to which the parties hereby submit, and each of the parties hereby waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inappropriate forum.

‍