This is an electronic contract between you and Peregrin Marketplace Limited (us or we), which sets out the legally binding terms of your use of this website and its related applications (collectively, the Application). If you are accessing the Application without having registered an institutional account with us, "you" refers to you in your individual and personal capacity.
Your electronic acceptance and acknowledgement of this agreement have the same legal effect, validity and enforceability as a signature affixed by hand. If you do not agree with this agreement, do not access the Application.
In consideration of your agreement, acceptance and acknowledgement, Peregrin grants you a revocable, non-exclusive, non-transferable, limited license to use the Application strictly in accordance with this agreement.
Access to the Application is provided via the Internet through the World Wide Web. You are required to supply all software or hardware needed by you to access the Application, such as a computer, an Internet connection and compatible Web browser software.
Your right to access and use the Application is personal to you and is not transferable by you to any other person or entity. You agree not to, and you will not permit others to, license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
You warrant and represent that you will only access and/or use the Application or other resources available through the Application to the extent you have been granted authorised access by us. You further warrant and represent that you will use the Application solely for business purposes. You may not access the Application if you are our direct competitor, except with our prior written consent. In addition, you may not access the Application for any competitive purposes.
You will at all times comply with all reasonable procedures and requirements established by us to verify your identity and the authenticity of users, and to restrict each user's access and use to its permitted level. Unauthorised access to portions of the Application of another user with which you are not affiliated under any circumstances is strictly prohibited.
Your access and use of the Application may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Application or other actions that we, in our sole discretion, may elect to take, and we may, but are not required to, provide advance notice of any service interruptions.
You may not (a) use any deep-link, page-scrape, spider, robot, crawl, index, Internet agent or other automatic device, program, algorithm or technology which does the same things, to use, access, copy, acquire information, generate impressions, input information, store information, search, generate searches or monitor any portion of this website; (b) directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Application or any software, documentation or data related to the Application; (c) store pages constituting the Application, in whole or in part, on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the pages of the Application; (d) post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Application; (e) remove or change any content of the Application; (f) circumvent, or attempt to circumvent, security or interfere, or attempt to interfere, with the proper working of the Application or the servers or network on which it is hosted; or (g) create links to the Application from any other website, without our prior written consent.
In order to protect the integrity of the Application, we reserves the right at any time in our sole discretion to block certain IP addresses from accessing the Application.
The Application is intended to be used for potential transactions involving private companies between and among institutions that comply with our User Restriction Policy.
In this context, private company means that (a) the securities of such company are not admitted to trade on any stock exchange, regulated market or other public market; (b) each user does not intend to seek or permit any such admission to trade around the time of the proposed transaction; (c) the potential buyer does not constitute a shell company or special purpose acquisition company (SPAC) with or seeking a listing on a stock exchange, regulated market or other public market; and (d) the proposed transaction does not involve the offer of transferable securities to the public.
Any description of a potential transaction, and any related proposal submitted through the Application, (a) does not bind any user, or constitute an offer or acceptance, (b) does not create an exclusive right to negotiate or an obligation to negotiate in good faith, and (c) remains in all respects subject to negotiation and execution of a definitive sale and purchase agreement and/or other relevant transaction documents among the parties.
No provision of this agreement, or any aspect of the Application, shall be construed as granting us any authority to bind you, or any other user, to any potential transaction, or enter into any agreement on your behalf, and we disclaim any such authority.
Under no circumstances shall we have custody, control, or possession of or otherwise handle funds or securities issued, transferred or exchanged in connection with any potential transaction for your account or the account of others.
You have the right, and you acknowledge that other users have the right, at any time and without recourse or liability, (a) to delete any profile posted by such user within the Application; (b) to amend or modify any information within such profile; (c) to withdraw or restrict the permission of access to such profile; (d) to reject any or all proposals for any reason or for no reason; (d) to terminate discussions and negotiations with any other user at anytime; (e) to deal with one or more users to the exclusion of other users; (f) to accept any proposal for any reason or for no reason; and (e) to pursue any discussions or any transaction with any other user (including, without limitation, on terms that may differ fundamentally with potential terms described within the Application).
Each user shall bear its own respective costs and expenses, including the fees and disbursements of such user's counsel and advisers, relating to (a) the review, analysis, investigation, evaluation and due diligence review in respect of any potential transaction; (b) preparing and/or submitting any proposal; (c) negotiating, preparing, documenting, executing and performing any documentation of any potential transaction.
When submitting a proposal in respect of a potential transaction, you represent that you (a) have a bona fide good faith interest in the potential transaction; (b) have not, in any way colluded, conspired, connived or agreed directly or indirectly with any other user, firm or person to submit a collusive or sham proposal; (c) have taken all necessary action to authorise delivery of your proposal; (d) are acting as a principal for your own account, or on behalf of one or more funds, or managed accounts, or any limited partner or investor therein, that you manage or advise, and any other co-investor identified in your proposal, and not as a broker or agent; and (e) intend to actively operate or manage, directly or indirectly, the company, business or asset to be acquired.
You or any other user may initiate a potential transaction process in one or more phases or rounds, and you acknowledge that (a) your participation in any round does not entitle you to participate in, or being invited to, any subsequent round; and (b) invitation to a subsequent round should not be considered implicit or explicit approval of any proposal or other term proposed by you in a previous round.
Compliance with laws
You shall not use the Application for any unlawful purpose. You acknowledge and agree that your access to and use of the Application is subject to applicable laws, ordinances, rules, regulations and/or requirements, including, without limitation, the laws of the United Kingdom, and that compliance with the foregoing is your sole responsibility.
You agree to comply with all such laws, ordinances, rules, regulations and/or requirements on your use of the Application, including, without limitation, regarding the transmission and disclosure of any data or information by you.
The contents of the Application (a) are directed only at persons having professional experience in matters relating to investments; (b) are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation; and (c) are not being made accessible to, and shall not be passed on to, the general public.
The contents of the Application do not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities described in the Application, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
To the extent any content within the Application constitutes financial promotion, such content may only being made available to (a) those persons falling within Article 19(5) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; (b) to other persons to whom such contents may otherwise be distributed without contravention of Section 21 of the Financial Services and Markets Act 2000; and (c) any person to whom it may otherwise lawfully be made available, subject to the User Restriction Policy.
ANY SECURITIES DESCRIBED IN THE APPLICATION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. ANY SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND IN ACCORDANCE WITH OTHER APPLICABLE LAWS.
You acknowledge that (a) the Application's contents may include forward looking statements, including statements regarding the intent, belief or current expectations of a user or other person with respect to businesses, operations, market conditions, results of operation, financial conditions, capital adequacy, specific provisions and risk management practices, and other projections, forecasts, statements or estimates, which are inherently speculative and subject to significant uncertainties and contingencies, may involve significant elements of subjective judgment and analysis, and may be based on a large number of assumptions; (b) that actual outcomes may vary significantly and materially from these forward looking statements; and (c) that you should not to place undue reliance on these forward looking statements.
Nothing contained in the Application should be construed as (a) as an invitation or inducement to engage in investment activity, an offer to buy or sell, or a solicitation of an offer to buy or sell any security, financial product or investment; (b) a recommendation to acquire or dispose of any security, financial product or investment, or to engage in any other transaction; (c) an endorsement, or a representation about the suitability or appropriateness of, any security, financial product or investment, or any product or service, or the investment merits of any company, security or assets; (d) a consideration of your particular investment objectives, financial conditions, or needs; (e) investment, financial, tax, accounting or legal advice; or (f) securities or brokerage services.
By accessing the Application, you acknowledge that: (a) you are not seeking, and do intend to seek, advice from us on the merits of entering into any potential transaction which may be described within the Application; (b) we have no obligation to conduct any appraisal of the assets or liabilities, or to evaluate the solvency, of any user or any company, security or assets which may be described in the Application under any applicable laws relating to bankruptcy, insolvency or similar matters; (c) our provision of the Application to you is non-exclusive, and other users may access and/or use of the Application; and (d) we have, and may in the future have, relationships with parties other than you, and in the course of such relationships, we may acquire information about other users and/or potential transactions, or other information, which you may consider to be material, and we shall have no obligation to disclose such information, or the fact that we are in possession of such information, to you.
Forms of Agreement
We may offer standard forms of agreement as part of the processes and facilities provided in the Application, and these standard forms of agreement are made available in the Application on an "as-is" basis, with no representations or warranties, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement.
We are not acting as legal counsel to you, or any other user, and the provision, availability, operation, transmission, receipt or use of any form document, whether made available on the Application or otherwise, and does not constitute the provision of legal advice by us to you, and is not intended to create, nor does it create, an attorney-client relationship.
Users are responsible for obtaining legal or business advice from their own lawyer or other professional and should not rely on any standard forms of agreement without seeking such advice.
You are solely responsible for any content that you publish or display on the Application, or transmit to other users of the Application.
We do not endorse or guarantee any such content or information for any purpose, including with respect to such content or information's accuracy, legality, non-infringement or fitness for any particular purpose.
We are not obligated to publish or maintain any content on the Application and can remove it, in whole or in part, in our sole discretion, with or without notice and with or without cause.
Without limiting the foregoing, you agree not to publish or display on the Application, or transmit to other users of the Application, content that:
is defamatory, abusive, obscene, profane, indecent, pornographic, offensive, sexually oriented, threatening, harassing, or racially offensive; promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; or infringes or violates another party's rights or harasses or advocates harassment of another person;
encourages conduct that is a criminal offense (or would be a criminal offense if carried out in the United Kingdom or European Economic Community), gives rise to civil liability or violates any law;
violates the property rights of others, such as unauthorised copyrighted text, images or programs, trade secrets, trademarks or service marks used in an infringing fashion, information that you do not have the right to make available under any contractual or fiduciary relationship, or other confidential proprietary information;
promotes an illegal or unauthorised copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
interferes with other users' use of the Application, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Application, deleting or revising any content posted by another user, or taking any action that imposes a disproportionate burden on the Application infrastructure or that negatively affects the availability of the Application to others;
promotes information that you know is false, inaccurate or misleading;
contains restricted or password only access pages (other than those access restrictions contained within the Application), or hidden pages or images;
provides material that exploits any person, or induces anyone to provide personal information under false pretenses;
solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
transmits charity requests, petitions for signatures, offers of employment or contracting arrangements, club memberships, chain letters, or letters relating to pyramid schemes; or
engages in commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter or advertising.
Without limiting the foregoing, we may remove information and content which, in our sole discretion, violates this agreement.
Links to Third-Party Websites
By providing access to the linked websites, we are not recommending the purpose of or endorsing the services provided by the sponsoring organisation of those websites, and makes no guarantees, representations or warranties as to, and shall have no liability for, any electronic content delivered by any third-party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content, or the use of any personal information you provide to any such website.
When you use the Application or send e-mails to us, you are communicating with us and, in some cases, other users electronically. You consent to receive communications from us and other users electronically. We will communicate with you by e-mail or by posting notices in the Application.
You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
The Application allows messaging and sharing of information, and you acknowledge that information and content that you share or post may be seen by other users.
You are solely responsible for your interactions with users of the Application, and we make no representations or warranties as to the conduct, or the content of any communications or information, of users.
The Application should only be used as a conduit for information, not as primary information storage. You are responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including (a) keeping on your local computer backup copies of data you transmit via the Application in the event you have to re-transmit the data; (b) verifying the data in documents or other materials before transmitting them via the Application; and (c) verifying that documents and other information you have posted to the Application has been properly posted and have been permissioned to only those persons to whom you wish to grant access. You also understand that other users with appropriate access rights may have access to data you transmit through the Application. You shall also run antivirus software on any computer you use to access the Application and shall ensure that documents and files transmitted through the Application have been scanned for viruses.
We are entitled, and in some situations obligated, to monitor and retain your communications and records of your activities on the Application. We may do so to evaluate the quality of service you receive, your compliance with this Agreement, the security of the services provided by us on the Application, and for other reasons.
You agree that these monitoring and retention activities do not and will not entitle you to any cause of action or other right with respect to us.
Fees and Payments
We reserve the right at any time to charge a fee for access to, or use of, portions of the Application, or the Application as a whole.
If we require payment of a fee for portions of the Application which you wish to access and/or use, you will be obliged to open an account with us and to pay all fees, and any applicable taxes (including any Value Added Tax), incurred through your account.
The Application, and all of the content it contains, or may in the future contain, including, but not limited to, real-time and other information, photographs, images, audio, music, video, graphics, logos, goods, designs, information, applications, software, code, domain names, articles, directories, and guides, as well as the trademarks, service marks, trade names, trade dress, copyrights, patents and/or any other form of intellectual property, as well as the design of, content, text, and "look and feel" of the Application, and the Application as a collective work or compilation (collectively, the Application Content) are owned by us, or licensed by us, and are protected from any unauthorised use, copying and dissemination by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the United Kingdom and other countries. All such rights are reserved.
You (a) acknowledge that the Application Content has been developed, compiled, prepared, revised, selected, and arranged through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property, and (b) agree to abide by all applicable laws, as well as any additional notices or restrictions contained in the Application, in relation to our intellectual property rights.
By posting any content on the Application, you grant us an irrevocable, perpetual, assignable, transferable, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such content and to prepare derivative works of, or incorporate into other works, such content, and to grant and authorise sublicenses of the foregoing. You represent and warrant that posting and use of your content will not infringe or violate the rights of any third-party.
If you provide us with ideas, comments or suggestions, or make any other feedback or submission to us, relating to the Application or related services, all intellectual property rights in such feedback or submission, and anything created as a result of any such feedback or submission (including new material, enhancements, modifications or derivative works), are owned solely by us. You hereby irrevocably waive, release and give up any claim that any use of such submission violates any of your rights, including, without limitation, copyrights, trademarks, moral rights, privacy rights, proprietary or other property rights, publicity rights, or right to credit for the material or ideas, and forever release and discharge us and its licensees from any and all claims you may have in connection with our use of your feedback or submission.
Any use of the Application Content, other than in connection with the utilisation of the Application, is strictly prohibited. Unauthorised use, including, but not limited to copying (e.g., screenshots) and/or reproducing (e.g., publishing on another website) any of these materials (other than content provided to you through the Application by other users which is rightfully in your possession), is prohibited. You may not sell, resell, transfer, copy, reproduce, alter (including removing any copyright, trademark, proprietary or other notices or labels), store (either in hard copy or in an electronic retrieval system), license, transmit, display, broadcast, create a derivative work from, publish, rent, sublicense, distribute or otherwise use in whole or in part in any other manner the Application Content, in whole or in part, without our prior written consent. Such consent may be withheld, delayed and conditioned in our sole and absolute discretion.
We do not warrant that the sharing of content on the Application will not infringe upon the rights of third parties. It is your responsibility to determine and satisfy copyright and other use conditions before copying, transmitting, or making other use of the content, materials and information.
You must register to use the Application on behalf of an institution in accordance with the User Restriction Policy. Registration may require provision of certain information regarding such institution and/or yourself in accordance with written prompts within the Application. Such information and/or agreement with these terms on behalf your institution may be required to be verified by an approved person, or other representative, of your institution. By verifying such registration information and agreement, such person is acknowledging and agreeing that you will hold the login credentials for the Application and can act on behalf of the institution in this connection.
You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your login ID/e-mail address, and any PIN and other account information, allows you to access the Application. You alone are responsible for the activities that occur in connection with their usage and as such should take steps to protect them from misuse. We have no duty to inquire as to the authority or propriety of any instructions given to us using your passwords or other security data and are entitled to act upon any such instructions without liability. If you become aware of any unauthorised use of your registration information, you agree to notify us immediately.
You acknowledge that you will be given access to confidential information through the Application, including (a) information relating directly or indirectly to other users (or their affiliates), businesses and/or the assets contained in a user's portfolio or the portfolio of a fund or account managed or advised by a user, or a potential transaction; (b) our intellectual property and the intellectual property of our licensors; (c) data, content, and information (including information relating to one or more identified or identifiable natural persons) owned, held, used or created by or on behalf of a user that is stored using, or inputted into, the Application; and (d) any other information that is not public knowledge and that is obtained from us, or from other users, in the course of, or in connection with, this agreement, or your use of the Application. Confidential information includes information in any nature and in any form, including in writing or orally or in a visual or electronic form or in magnetic or digital form.
You agree (a) to effect and maintain adequate security measures to safeguard such confidential information from unauthorised access or use; (b) to disclose such confidential information to your personnel or professional advisors on a need to know basis only, a manner consistent with this agreement, and in compliance with any agreement entered into with any other user in relation to such confidential information; and (c) to comply with (as applicable) the Data Protection Act 1998, the General Data Protection Regulation (EU) 2016/679 and/or any other law regulating the processing of information relating to identified or identifiable natural persons having effect in or with respect to a territory in which personal information is processed.
We have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Application and related systems and technologies (including, without limitation, information concerning content provided by you and data derived therefrom), and we will be free (during and after the term of this agreement to use such information and data to improve and enhance the Application and for other development, diagnostic and corrective purposes in connection with the Application and our other offerings, and to disclose such data solely in aggregate or other de-identified form in connection with our business.
Liability and indemnity
Your accept that you do not owe to, and are not owed by, any other user, or its affiliates and advisers, any duty or responsibility or liability, whether in contract, tort (including negligence) or otherwise. You shall not be liable, any no other user shall be liable to you, in respect of any loss, damage or expense caused by any party's reliance upon any profile, content or information provided through the Application except, in each case, as is agreed otherwise in writing.
To the fullest extent permitted by law, neither we, nor our parents, affiliates, subsidiaries, suppliers, agents, directors, officers, employees, representatives, successors, licensors or assigns, shall be liable to you or any third party for damages of any kind, whether based in tort, contract, strict liability or otherwise, including, without limitation, any direct, indirect, incidental, consequential, special, punitive, exemplary damages, or damages for loss of revenue, anticipated profits or lost business, even if we have been advised specifically of the possibility of such damages, arising in any way from or in connection with (a) the Application, (b) the use of, or inability to use, the Application, or any service interruption in respect of the Application, (c) any provision of this agreement, (d) any action or decision taken as a result of using the Application, (e) any information that you receive through the Application or from any other user, (f) any investment or financial decision made in relation to the potential transaction or any due diligence you undertake, or (g) any damages resulting from communications or meetings with other users or persons you meet through the Application.
In no event shall our total liability to you for any damages, losses and causes of action (whether in contract or tort, including but not limited to, negligence) exceed the amount paid by you, if any, for accessing the Application.
Nothing in this agreement shall limit or exclude our liability to you for death or personal injury caused by our negligence or for fraudulent misrepresentation or any other liability that may not, under English law, be limited or excluded.
You agree to indemnify and hold us harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your breach of this agreement, someone using your computer or account to access or use the Application in breach of this agreement, or your use of the Application (or the use of the Application by someone using your computer or account) constituting an infringement of a third party's intellectual property rights.
Term and termination
Either you or us may terminate this agreement with or without cause at any time and effective immediately. You may terminate this agreement by discontinuing your use of the website and Application by destroying all materials obtained from the Application. We may terminate this Agreement through replacing this agreement or with notice to you.
Upon termination by you or upon notice of termination by us, you must destroy promptly all materials obtained from the Application, except for any content provided to you through the Application by other users which is rightfully in your possession.
Those provisions of this agreement that would normally survive termination, shall survive, including, but not limited to those provisions relating to Intellectual Property Rights, Indemnity, and Disclaimers. Your termination of this agreement does not affect any agreements with, or obligations to, other users which you may enter into before terminating this agreement.
Application is provided: (a) solely for the user's general knowledge; and (b) on an "as is" and "as available" basis without warranties, representations or conditions of any kind, whether express, implied or statutory (including but not limited to implied warranties, representations or conditions of merchantability, fitness for a particular purpose and non- infringement) and that any such warranties, representations or conditions are hereby expressly disclaimed.
We assume no responsibility for the completeness, accuracy and currency of the information contained in this website.
We do not represent or warrant that functions contained in the Appication will be uninterrupted or error-free, or that defects will be corrected, or that the Application or the server that makes it available is free of viruses or other harmful components.
We do not guarantee the sequence, timeliness, accuracy or completeness of any quotes or other data displayed, and we are not liable or responsible in any way for any delays, inaccuracies or errors in any price information or data or in the transmission of any price information or data.
You acknowledge that (a) we cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalisation settings or other service interruptions, and cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalisation settings; (b) we do not and cannot control the flow of data to or from the Application, as such flow depends in large part on the performance of computer hardware and Internet services and software provided or controlled by third parties (including you), on the public Intranet infrastructure and on other events beyond our reasonable control; and (c) at times, action or inaction of third parties, hardware/software problems with the public Internet infrastructure or with your computing equipment or other events beyond our reasonable control can impair or disrupt your connection to the Application.
You are owed no duty of care or obligation by us (other than as expressly agreed) and insofar as you are owed any such duty or obligation (whether in contract, tort or otherwise) by us you hereby waive, to the extent permitted by law, any rights which you may have in respect of such duty or obligation.
You acknowledge that we may be irreparably harmed by any breach of this agreement, and that damages alone may not necessarily be an adequate remedy.
Without affecting any other rights or remedies if a breach of this agreement occurs or is threatened, (a) you acknowledge that the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, may be available; and (b) if any of such remedies are sought in relation to any threatened or actual breach of the terms of this agreement, you waive any rights you may have to oppose that remedy on the grounds that damages would be an adequate alternative
Other than as described in this agreement, this agreement represents the entire understanding and agreement between you and us regarding the Application, and supersedes all other previous agreements. Any terms and conditions proposed by you which are in addition to or which conflict with this agreement are expressly rejected by us and shall be of no force or effect
Specific terms and conditions in addition to this agreement are provided with respect to transactions conducted on or in connection with the Application, and other terms and conditions may be provided for the use of certain other items, areas or services provided on or in connection with the Application, and you agree to be bound by such rules if you use such items, areas or services.
If any provision of this agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Any failure to exercise or enforce any legal right or remedy which is contained in this agreement (or which we have the benefit of under any applicable law) shall not be construed as a waiver of any other rights and remedies.
No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement.
We shall not regard any other person (including, without limitation, any connected person of a user, as described below) as our client or customer, and we shall not be responsible to any other person for providing any protections afforded to, or required to be afforded to, you. In this context, connected person means, (a) a subsidiary undertaking of a user; (b) a parent undertaking of that user (whether direct or indirect); (c) a subsidiary undertaking of a parent undertaking of that user; (d) any shareholder, investor or security holder, or creditor or lender, of the foregoing; (e) any adviser, agent, nominee or representative of the foregoing; and (f) any person who is a director, officer, employee or partner of the foregoing.
You may not assign, novate, subcontract or transfer any right or obligation under this agreement without our prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void.
Governing law and jurisdiction
This agreement and any dispute or claim relating to it or its subject matter, including (a) claims for set-off and counterclaims; (b) disputes arising out of, or in connection with, the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this agreement and (c) disputes arising out of, or in connection with, any non-contractual obligations arising out of, or in connection with, this agreement, is governed by and is to be construed in accordance with English law
The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any claim, dispute or issue (including non-contractual claims) which may arise out of or in connection with this agreement, and you waive any objection to the exercise of the jurisdiction of English courts.
We control and operate the site from the United Kingdom, and we makes no representation that the Application is appropriate or available for use in locations other than the United Kingdom. If you access this site from locations outside of the United Kingdom you do so on your own initiative and at your own risk.