PLEASE READ THE TERMS OF THIS LICENCE CAREFULLY
This is a legally binding agreement between you (the ‘Licensee’) and us (isAI Tech Ltd, a UK company), ‘Licensor’, ‘we’ or ‘us’), granting you a licence (the ‘Licence’) for the artificial intelligence chatbot testing system as further described on our website (‘Reputable.bot’, ‘the Reputable.bot’).
For the avoidance of doubt, this Licence shall not be deemed to amount to a sale of Reputable.bot. We remain the sole and beneficial owners of Reputable.bot at all times.
BY CLICKING ‘ACCEPT’ on the Reputable.bot login, YOU AGREE TO AND ACCEPT THE FOLLOWING TERMS WHICH WILL BE BINDING ON YOU AND ANY AUTHORISED USERS WHEN ACCESSING OR USING THE SOFTWARE. PLEASE NOTE, IN PARTICULAR, THE LIMITATIONS ON LIABILITY IMPOSED AT CLAUSE 10 AND THE DISCLAIMERS AT CLAUSE 8. THIS IS A BUSINESS TO BUSINESS LICENCE AND IS NOT TO BE ENTERED INTO BY CONSUMERS. YOU SHOULD ONLY CLICK ‘ACCEPT’ IF YOU ARE A BUSINESS.
WHERE YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS LICENCE, YOU SHALL CLICK ‘REJECT’. DOING SO MEANS THAT YOU ARE NOT ALLOWED TO ACCESS, INSTALL OR USE THE SOFTWARE AND WILL PREVENT YOU FROM ACCESSING THE SOFTWARE BY ANY MEANS.
1 Definitions and interpretation
1.1 In this Agreement:
Business Day
means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date
means the date on which you click to accept this Agreement;
Confidential Information
means all information relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to that party’s technology, know-how, Intellectual Property Rights, products and customers. All information relating to the Reputable.bot including any technical or operational specifications or data shall be part of the Licensor’s Confidential Information;
Contract Year
means the 12 month period from the Commencement Date and each 12 month period thereafter;
Customer Data
means all data (in any form) that is provided to the Licensor or uploaded to any part of the Reputable.bot by the Licensee.
Chatbot
means the Licensee’s AI-powered proprietary chatbots or the publicly available chatbots tested using the Reputable.bot.
Good Industry Practice
means, in relation to any undertaking and any circumstances, the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or an internationally recognised company engaged in the same type of activity under the same or similar circumstances;
Intellectual Property Rights
means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
“Library Personas”
means the personas developed by the Licensor and provided as part of the Reputable.bot.
Licence Fees
means the fees payable in advance by the Licensee to the Licensor in consideration of the licence of the Reputable.bot under this Agreement as set out on the Licensor website;
Permitted Purpose
means the testing of the Chatbots for its internal business purposes;
Territory
means worldwide;
Test Run
means a chat between the Reputable.bot and a Chatbot;
VAT
means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom;
Virus
means any thing or device (including any software, code, file or programme) which may: (i) 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; (ii) 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); and (iii) adversely affect the user experience, including denial of service attacks, worms, trojan horses, viruses or other similar things or devices. The term ‘Viruses’ shall be construed accordingly; and
Vulnerability
means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity or availability of software.
1.2 In this Agreement:
1.2.1 headings are included for convenience only and shall have no effect on interpretation;
1.2.2 a reference to a ‘party’ includes that party’s successors and permitted assigns;
1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.4 words in the singular include the plural and vice versa;
1.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; a reference to any legislation or legislative provision is a reference to it as as amended, extended, re-enacted or consolidated from time to time.
2 System requirements
2.1 The Reputable.bot requires the following technical specifications to operate correctly:
2.1.1 Operating system: none specific; designed for Chrome browser;
2.1.2 Storage space: 250MB RAM;
2.1.3 Other: Google credentials, which are free to obtain.
3 Licence
3.1 Subject to the terms of this Agreement and payment of the Licence Fee, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and/or use the Reputable.bot for the Permitted Purpose only in the Territory and for the term of this Agreement.
3.2 The licence granted under this Agreement includes a right to run a certain number of Test Runs, as purchased from our website and stated in the confirmation email sent to you by the Licensor. Additional Test Runs may be purchased from our website from time to time and will be subject to further charges.
3.3 The Reputable.bot will analyse each Test Run and will provide a report identifying any issues with the responses provided by the Customer Bot (the “Outputs”). As between the parties the Customer will own all Outputs, and grants the Licensor a non-exclusive, non-transferable, non-sublicensable licence to use the Outputs to the extent necessary to provide the Reputable.bot and to test, maintain, monitor and improve the Reputable.bot.
4 Customisation
4.1 The Reputable.bot enables the Customer to test Chatbots using different personas. Reputable.bot provides Library Personas for the Customer for this purpose. The Customer may create its own personas or amend Library Personas (each “Customised Personas”) to use with the Reputable.bot.
4.2 As between the parties, the Customer will own all Intellectual Property Rights in the Customised Personas.
4.3 The Customer grants Reputable.AI a non-exclusive, non-transferable, non-sublicensable licence to use the Customer Personas to the extent necessary to provide the Reputable.bot services.
4.4 The Licensor will not use the Customised Personas itself, and will not provide the Customised Personas to any other customer of the Licensor.
5 Limitations on use
5.1 Except as expressly permitted under this Agreement or by law, you shall not:
5.1.1 use, copy, modify, adapt, correct errors, or create derivative works from, the Reputable.bot;
5.1.2 decode, reverse engineer, disassemble, decompile or otherwise translate, or make alterations to the Reputable.bot, convert the Reputable.bot, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Reputable.bot, other than as expressly permitted under ss 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice in writing to us);
5.1.3 assign, rent, transfer, provide or enable access, sub-licence, lease, resell, distribute, publish, broadcast, transmit, store, archive, display publicly to third parties, disclose or otherwise deal in or encumber the Reputable.bot (in each case, whether or not for charge);
5.1.4 remove or modify any copyright or similar notices, or any of the Supplier’s or any other person’s branding, that the Reputable.bot causes to be displayed when used;
5.1.5 access or use the Reputable.bot, or permit it to be accessed or used, by or on behalf of any third party, otherwise than for the Permitted Purpose;
5.1.6 interfere with any license key mechanism in the Reputable.bot or otherwise attempt to circumvent or interfere with any security features of the Reputable.bot or mechanisms intended to limit your use; or
5.1.7 make the Reputable.bot available over a network or any other method of remote access, or facilitate the same.
5.2 You shall access and use the Reputable.bot at all times in accordance with any instructions or user guidance and all other terms of this Agreement.
5.3 You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Reputable.bot.
5.4 You shall not use the Reputable.bot to:
5.4.1 distribute or transmit to the Licensor or any third party any Virus or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;
5.4.2 store, access, publish, disseminate, distribute or transmit any material which:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, or disability; or
(f) is otherwise illegal or causes damage or injury to any person or property,
and we reserve the right, on no less than [30] days' prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the [30] day period, to disable your access to the Reputable.bot for the duration of time that the breach remains unremedied.
5.5 Where you use the Reputable.bot with any third-party Chatbot, you will ensure that you comply with the terms and conditions of such Chatbot.
5.6 You indemnify the Licensor on demand for all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, awards, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses), arising from any breach of clause 5.5.
6 Licence Fees
6.1 You will pay:
6.1.1 us the Licence Fees monthly in advance; and
6.1.2 any additional charges (including for additional Test Runs) agreed from time to time,
using our online payment system (which may be subject to additional terms).
6.2 The Licence Fee and any other charges payable under this Agreement are exclusive of VAT which shall be payable by the Licensee at the rate and in the manner prescribed by law.
7 Warranty
7.1 The Licensor warrants that the Reputable.bot shall operate materially in accordance with the description of the Reputable.bot maintained and published by the Licensor. We will provide the Reputable.bot with reasonable care and skill.
7.2 If there is a breach of the warranty in clause 7.1, provided that you notify us in writing within 30 days of becoming aware of the error, and provide sufficient information to enable us to reproduce any errors, we will, at our option:
7.2.1 use reasonable endeavours to correct the errors in the Reputable.bot within a reasonable time; or
7.2.2 terminate this Agreement and refund any prepaid Licence Fees, pro rata, as at the date of termination.
7.3 The warranty in clause 7.1 is subject to the Licensee complying with its obligations under, and using the Reputable.bot in accordance with, this Agreement and is also subject to the limitations and exclusions set out in clause 8. In addition, the warranty shall not apply to the extent that any error in the Reputable.bot arises as a result of:
7.3.1 incorrect operation or use of the Reputable.bot (including any failure to follow any instructions set out on the Licensor’s website);
7.3.2 use of the Reputable.bot other than for the purposes for which it is intended;
7.3.3 modification or alteration of the Reputable.bot without our written consent;
7.3.4 use of the Reputable.bot with other software or on equipment with which it is incompatible; or
7.3.5 attempted repair, rectification or maintenance by any person other than the Licensor or a third party authorised by the Licensor.
7.4 Subject to clause 10.5, the provisions of clause 7.2 set out the Licensee’s sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 7.1 or for any other error or defect in, defective performance or inability to use the Reputable.bot or any part of it.
7.5 Other than as set out in clause 7.1, and subject to clause 10.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
8 Disclaimers
8.1 You acknowledge that the Outputs of the Reputable.bot are indicative only, and the Reputable.bot does not, and is not designed to, guarantee the performance or safety of any Chatbot.
8.2 You acknowledge that we do not give any warranty or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) that:
8.2.1 the results and/or Outputs provided by the Reputable.bot can or will be replicated on repeat tests. Due to the inherent variability of large language models and AI systems, results may vary on subsequent tests;
8.2.2 the Outputs are accurate or complete;
8.2.3 that Reputable.bot will identify all issues or potential issues with a Chatbot, or will identify all risks or potential risks posed by a Chatbot; and
8.2.4 the Library Personas provided by the Reputable.bot are accurate in respect of the psychology or behaviour which it intends to reproduce, any indication that a Library Persona has been reviewed by a psychologist is for information only, and no additional warranties are given in respect of such personas.
8.3 You acknowledge that we do not give any warranty or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) that:
8.3.1 the Reputable.bot will meet the Licensee’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;
8.3.2 the Reputable.bot will operate in a manner which is uninterrupted or free from errors or defects; or
8.3.3 the Reputable.bot will be compatible with any software or with any particular hardware.
9 Intellectual Property Rights
9.1 The Licensee acknowledges that all Intellectual Property Rights in the Reputable.bot are owned by or licensed to the Licensor, that the right to use the Reputable.bot is licensed (not sold) to the Licensee and that the Licensee shall have no other rights other than those granted under the terms of this Agreement. For the avoidance of doubt, the Licensee shall have no right to access the Reputable.bot in source code form.
9.2 If the Licensor has reason to believe that a third party claim may be brought by any third party alleging that the Reputable.bot infringes any Intellectual Property Rights of a third party (an “IPR Claim”), the Licensor may at its sole option and expense, and the Licensee shall permit the Licensor to:
9.2.1 modify or replace the Reputable.bot to avoid infringement or alleged infringement; or
9.2.2 terminate this Agreement and refund, pro-rata, any prepaid License Fees paid by the Licensee and unused at the date of such termination.
9.3 Subject to clause 10.5, the provisions of this clause 9 set out the Licensee’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IPR Claim.
10 Limitation of liability
10.1 The extent of the Licensor’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.
10.2 Subject to clause 10.5, the Licensor’s total aggregate liability in any Contract Year, howsoever arising under or in connection with this Agreement shall not exceed an amount equal to [100%] of the Licence Fee paid to the Licensor in that Contract Year.
10.3 Subject to clause 10.5, the Licensor shall not be liable for consequential, indirect or special losses.
10.4 Subject to clause 10.5, the Licensor shall not be liable for any of the following (whether direct or indirect):
10.4.1 loss of profit;
10.4.2 loss of revenue;
10.4.3 loss or corruption of data;
10.4.4 loss or corruption of software or systems;
10.4.5 loss or damage to equipment;
10.4.6 loss of use;
10.4.7 loss of production;
10.4.8 loss of contract;
10.4.9 loss of commercial opportunity;
10.4.10 loss of savings, discount or rebate (whether actual or anticipated);
10.4.11 harm to reputation or loss of goodwill;
10.4.12 loss of business; and
10.4.13 wasted expenditure.
10.5 Notwithstanding any other provision of this Agreement, the Licensor’s liability shall not be limited in any way in respect of the following:
10.5.1 death or personal injury caused by negligence;
10.5.2 fraud or fraudulent misrepresentation; or
10.5.3 any other losses which cannot be excluded or limited by applicable law.
11 Suspension
11.1 We may suspend access to the Reputable.bot (or any part) to the Reputable.bot if:
11.1.1 we reasonably suspect that there has been any misuse of the Reputable.bot or material breach of this Agreement;
11.1.2 you fail to pay any sums due to us by the due date for payment; or
11.1.3 required by law, by court or governmental or regulatory order.
11.2 Where the reason for the suspension is suspected misuse of the Reputable.bot or material breach of this Agreement, without prejudice to our rights under clause 10, we will take steps to investigate the issue and within 10 Business Days notify you in writing of the outcome of the investigation, and either restore the Reputable.bot or exercise our right to terminate the Agreement in accordance with clause 12.
11.3 In relation to suspensions under clause 11.1, access to the Reputable.bot will be restored promptly after we receive payment in full and cleared funds.
11.4 Fees shall remain payable during any period of suspension notwithstanding that the Licensor may not have access to the Reputable.bot, however in cases where the investigation pursuant to clause 11.2determines that you were not in breach, you shall be entitled to a refund of any Fees paid in advance in respect of the period of suspension.
12 Term and termination
12.1 This Agreement shall come into force on the Commencement Date and shall continue unless terminated earlier in accordance with its terms.
12.2 Either party may terminate the Agreement for convenience on not less than 30 days’ prior written notice to the other, such notice shall expire on the day prior to the next payment date.
12.3 We may terminate this Agreement at any time by giving you notice in writing if:
12.3.1 you commit a material breach of the Agreement and such breach is not remediable;
12.3.2 you commit a material breach of this Agreement which is not remedied within 10 Business Days of receiving written notice of such breach; or
12.3.3 you fail to pay any Fees due under the Payment Terms on the due date and such amount remains unpaid within 10 Business Days after you have received notification that the payment is overdue.
13 Consequences of termination
13.1 On termination or expiry of the Agreement (for any reason):
13.1.1 the licences and rights granted by us shall immediately terminate and you shall immediately stop accessing and using the Reputable.bot;
13.1.2 we may delete or suspend access to any accounts that you hold with us;
13.1.3 you are not entitled to a refund or other payment, except as otherwise stated in this Agreement; and
13.1.4 Customer Data will be treated in accordance with clause 14.6.
13.2 You shall be responsible for backing up your data regularly and extracting it from the Reputable.bot prior to the termination or expiry of the Agreement. We shall not be obliged to provide you with any assistance in extracting or recovering data whether during or after termination of this Agreement.
13.3 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.
14 Customer Data
14.1 Customer Data shall at all times remain the property of you or your licensors.
14.2 The Licensee acknowledges that the Licensor has no control over any Customer Data hosted as part of the provision of the Reputable.bot and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Reputable.bot) complies with all applicable laws and Intellectual Property Rights.
14.3 If the Licensor has a reasonable belief that any Customer Data does not comply with the terms of this Agreement the Licensor shall have the right to (in respect only of that part of Customer Data which is not compliant, where it is possible to isolate this):
14.3.1 permanently delete or otherwise remove the relevant Customer Data from the Reputable.bot;
14.3.2 suspend access to the relevant Customer Data from the Reputable.bot; and/or
14.3.3 disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer).
Where reasonably practicable and lawful the Supplier shall notify the Customer before taking such action.
14.4 Except as otherwise expressly agreed in the Agreement or required by Applicable Law, the Licensor shall not be obliged to provide the Licensee with any assistance in extracting, transferring or recovering any data (including Customer Data) whether during or after the term of this Agreement. The Licensee acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Licensee’s business. The Licensee shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its needs) and extracts it from each Reputable.bot prior to the termination or expiry of the Agreement or the cessation or suspension of any of the Reputable.bot where it has received notice from the Licensor of the same.
14.5 The Licensor routinely undertakes regular backups of the Reputable.bot (which may include Customer Data) for its own business continuity purposes. The Licensee acknowledges that such steps do not in any way make the Licensor responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Licensor shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
14.6 The Licensee hereby instructs that the Licensor shall within [60] days of the end of the term of this Agreement, securely dispose of the Customer Data processed in relation to the Reputable.bot (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws of the United Kingdom (or a part of the United Kingdom) requires the Licensor to store such Customer Data. The Licensor shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with the Agreement.
15 Confidentiality
15.1 Any Confidential Information obtained by either party in connection with the provision of the licence under this Agreement shall be treated by the receiving party as confidential, maintaining the at least the same degree of care used to protect its own Confidential Information but not less than a reasonable degree of care, and the receiving party shall not, without the disclosing party’s prior written consent disclose, copy or modify any such Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under this Agreement.
15.2 The obligations under this clause 13 shall survive the termination or expiry of this Agreement for a period of five years.
16 Entire agreement
16.1 This Agreement and any descriptions of the Reputable.bot made available by the Licensor, constitute the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
16.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.
16.3 Nothing in this Agreement shall limit or exclude any liability for fraud.
16.4 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement
17 Notices
17.1 We may update the terms of this Agreement at any time on notice to you in accordance with this clause 15. If you do not wish to accept the terms of the Agreement (as varied) you must immediately stop using and accessing the Reputable.bot on the deemed receipt and service of the notice. Your continued use of the Reputable.bot following the deemed receipt and service of the notice under clause 15 shall constitute your acceptance of the terms of this Agreement.
Any notice given by a party under this Agreement shall be:
17.1.1 in writing and in English;
17.1.2 signed by, or on behalf of, the party giving it (except for notices sent by email); and
17.1.3 where sent to the Licensor, sent to the address set out in the ‘contact us’ details on the Licensor’s website;
17.1.4 where sent to the Licensee, the email address provided by you to the Reputable system when you registered as a use of Reputable.bot.
17.1.5 Notices may be given, and are deemed received on the Business Day after sending by email, unless an undelivered notice has been received.
17.2 This clause does not apply to notices given in legal proceedings or arbitration.
18 Variation
Except for as provided by clause 17.1, no variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
19 Assignment and sub-contracting
19.1 We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of the Licensor’s rights or obligations under this Agreement, provided that we give you prior written notice.
19.2 Except as expressly permitted by this Agreement, you shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without the Licensor’s prior written consent.
20 No partnership or agency
The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
21 Severance
21.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
21.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
22 Waiver
22.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
23 Compliance with law
23.1 The Licensee shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this Agreement.
23.2 Without prejudice to the generality of clause 23.1, the Licensee shall comply with all applicable laws, rules, and regulations governing export of goods and information that apply to the Reputable.bot, and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Reputable.bot to any country for which an export licence or other approval is required, without first obtaining such licence or other approval. The Licensee shall be solely responsible for ensuring its access, importation or use of the Reputable.bot in or into any part of the Territory complies with all export laws.
24 Third party rights
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
25 Governing law and jurisdiction
25.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
25.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).