Software Licence Agreement& End User Licence Agreement
Effective Date: 07th June 2024

Welcome to Jspreadsheet!
Thank you for visiting our terms and conditions (Terms), the most updated copy of which canalways be found at https://jspreadsheet.com (Website).
We are Jspreadsheet Ltd, a company registered in England and Wales under company number
12185072, with registered office Brookfield Court Selby Road, Garforth, Leeds, England, LS25
1NB (‘Jspreadsheet’, ‘we’, ‘our’ or ‘us’) and we provide a JavaScript data grid plugin withspreadsheet-like controls known as Jspreadsheet Pro as described on our Website (Software).
This agreement includes the Checkout Details (if applicable), the Terms and Conditions and the
EULA.
At the time of sign up, you can elect to sign up for a Free Trial, Perpetual Plan or a Subscription
Plan.
A “Perpetual Plan” involves a one-time fee where you are provided with a perpetual licence ofuse of the Software and 100 year valid Certificate. There are different tiers of Perpetual Plan withdifferent inclusions, as you will see set out on our Website from time to time.
A “Subscription Plan” involves a limited licence of use of the Software for a set period of time.
There are different tiers of Subscription Plan, as you will see set out on our Website from time totime.
The details of your selected Perpetual Plan or Subscription Plan, and the associated fees, will be
described in the Checkout Details.
BY PROCEEDING TO DOWNLOAD, INSTALL OR USE THE SOFTWARE IN WHICH THISAGREEMENT IS ELECTRONICALLY EMBEDDED OR BY OBTAINING A CERTIFICATE FOR THISSOFTWARE, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWINGTERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,
THEN CLICK “DO NOT ACCEPT,” DO NOT INSTALL OR USE THE SOFTWARE AND DELETE THE
SOFTWARE FROM YOUR COMPUTER SYSTEM. BY INSTALLING OR USING THE SOFTWARE OR
BY CLICKING ON “ACCEPT” YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF
AND YOUR EMPLOYER OR THE COMPANY YOU REPRESENT THAT YOU HAVE READ THISSOFTWARE LICENSE AGREEMENT CAREFULLY, THAT YOU AND YOUR EMPLOYER OR THE
COMPANY YOU REPRESENT AGREE TO BE BOUND BY THIS AGREEMENT AND THAT IFAPPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THISAGREEMENT WHICH MAY BE APPLICABLE TO YOU. THIS AGREEMENT, SHALL GOVERN YOURINSTALLATION AND USE OF THE SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLYEMBEDDED. JSPREADSHEET URGES YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESSYOUR USE OF THE SOFTWARE PRIOR TO INSTALLING OR USING THE SOFTWARE OR MAKINGANY DECISION TO USE OR PURCHASE IT.

We may change these Terms at any time by notifying you, and your continued use of the
Software following such an update will represent an agreement by you to be bound by theTerms as amended.
In these Terms, capitalised words and phrases have the meanings given to them where they arefollowed by bolded brackets, or as set out in the Definitions table at the end of these Terms. In
the event of any inconsistency between these terms and conditions and the Checkout Details or
the EULA, these terms and conditions will prevail to the extent of the inconsistency.
TERMS AND CONDITIONSDefinitions
In this agreement, capitalised terms have the meaning given to them in the Checkout Details,
and the following phrases have the meaning set out below.
Term

Definition

Certificate

means the in the context of our Software, is a unique alphanumeric license
key that is required to be integrated into the client software. This key
activates the Jspreadsheet functionalities and enables it to operate
effectively. The Certificate is much more than just a license key; itencapsulates essential details such as the client name, authorizeddomains, enabled extensions, and an expiration date. These elements
serve to validate the client, specify the permitted operating environments,
define the extended capabilities, and also determine the Certificate's
validity period. This multi-layered security feature assures both access
control and operational integrity within the Jspreadsheet system.

means the information displayed on screen around the time of
Checkout Details downloading the Software, including any information described in theseterms as being set out in the Checkout Details

Confidential
Informationmeans information of or provided by a party that is by its nature isconfidential information, is designated by that party as confidential, or thatthe other party knows or ought to know is confidential, but does not include
information which is or becomes, without a breach of confidentiality,
public knowledge.

Derivative Workmeans any new work created by significantly modifying or adapting all or asubstantial part of the Software.

Developer

means a Licensee’s employee, agent or independent contractor, personallycarrying out development using the Software.

Documentationmeans all manuals, help files and other documents supplied by
Jspreadsheet to the Licensee relating to the Software, whether in electronicor hardcopy form.

Domainmeans a Domain Name, in the context of our software's terms andconditions, refers to the distinct string or sequence of characters that

serves as an internet address for an organization or an individual. It's theunique identifier that points to a specific location on the internet, akin to aphysical address in the real world. In the context of the Certificate, thedomain name defines the online environments where the client softwarewith the activated Jspreadsheet functionalities is authorized to operate.
This ensures that the software is used within the approved network
locations, enhancing control and security.
End Usermeans a user who has been validly granted access to the Software andDocumentation by the Licensee in accordance with clause 4.2

Error

encompasses any discovered mistake, flaw, or omission within the
Software that can be reproduced and significantly hampers its proper
functioning as outlined in the Documentation.

Fees

has the meaning given in clause 6.2(a).

Intellectual
Property Rights

rights throughout the world, including copyright, trade marks, designs,
patents or other proprietary rights, Confidential Information and the right tohave information kept confidential, or any rights to registration of suchrights whether created before or after the date of this agreement, whether
registered or unregistered.

Licensee Data

means files, data or any other information, which is uploaded or inserted to
the Software by the Licensee or its End Users and the resulting output fromuse of the Software on such data

Licenseemeans the entity who downloads the Software and enters into thisagreement.

a Licensee offering, such as a standalone product or service, with which
Licensee Product the Software is integrated under these Terms, and which contains asignificant additional functionality not incorporated in the Software.
MaintenancePlanmeans the add-on plan for maintenance available for purchase with a
Perpetual Plan, as set out on our Website.

Named
Applicationrefers to any specific software created by the Licensee, as listed on a
Purchase Order, with its unique underlying code. For example, if yourmobile and web apps share the same underlying code, we consider them
part of a single project.

Perpetual Plan

Means the ongoing licence under a plan selected by you and agreed
between us as set out in the Checkout Details.

Personnelmeans, in respect of a party, its officers, employees, contractors (including
subcontractors) and agents.

Servicesmeans Jspreadsheet’s provision of the Software and any related activities
Jspreadsheet may perform for the Licensee under this agreement.

Softwaremeans the software program described in the Checkout Details orotherwise downloaded via our Website, owned and developed by
Jspreadsheet and licensed to the Licensee under this agreement.

Subscription
Periodmeans the period of your Subscription to the Software as agreed on theWebsite.

Subscription Planmeans the subscription plan selected by you and agreed between us as set
out in the Checkout Details.

Support Services Has the meaning as set out in clause 4.1.
Termmeans the duration of this agreement as described in clause 2.1

Updatedenotes any alteration, improvement, enhancement, or programming fix
made by Jspreadsheet to the Software or Documentation. Jspreadsheet
typically provides these updates without separate pricing or marketing.

Usermeans you and any third party end user of the Software who you make theSoftware available to.

User Data

means any files, data, document, information or any other Materials, which
is uploaded to the Software by you or any other User or which you, your
Personnel or Users otherwise provide to us under or in connection withthese Terms, including any Intellectual Property Rights attaching to thosematerials.

Websitemeans the website at the URL set out in the first paragraph of these Terms,
and any other website operated by us in connection with the Solution.

2 Term of agreement
2.1 term
This agreement commences on the date displayed in the Checkout Details and continues in
effect unless:(a) (Perpetual Plan) terminated in accordance with clause 15; or(b) (Subscription Plan) the expiration of the Subscription Period or Renewal Period (as definedin clause 2.2 below),(each respectively a Term).
2.2 subscription period(a) This clause applies if you have selected the Subscription Plan.
(b) Your Subscription will commence on the date you agree to be bound by these Terms and pay
the applicable Subscription Fees, and continues for the Subscription Period and any Renewal
Periods applicable, unless terminated earlier in accordance with clause 15.

(c) Subject to clause 2.2(d), upon expiration of the Subscription Period, this agreement willautomatically and indefinitely renew on an ongoing basis for a period equal to the Subscription
Period (Renewal Period).
(d) This agreement will not automatically renew on expiry of the Subscription or Renewal Period(Renewal Date), if either party provides a written cancellation notice at least 30 days prior to
the Renewal Date.
3 Software License
The Licensee must acquire a Licence for the Software and Documentation directly from
Jspreadsheet. When entering into this agreement, the Licensee must choose between the
different licenses, as set out on our website and as stated in clauses 3.1 to 3.3 below.
3.1 Free trial license(a) If the Licensee enters into a Free Trial, Jspreadsheet grants the Licensee a non-exclusive,
non-transferable, revocable 30 day trial period to use the Software for the sole purpose ofevaluating and testing it. If the Software is used in any Licensee Products, the Licensee
Products cannot be deployed for any commercial use.
(b) The Licensee acknowledges that the Software may add watermarks to output (including any
software that incorporates any part of the Software), have limited functionality, operate for alimited period of time, or restrict the functionality or duration of any output.
(c) The Licensee also acknowledges that accessing and/or using any files or output created with
the Software is entirely at their own risk.
(d) The Licensee cannot:(i) commercialise, resell, sell, license, sub-license, rent, lend, provide for free or reproduce theSoftware or its modifications, or distribute it by any means, both directly or indirectly, by itself orwith other software, or in any other way make the Software or its modifications available to any
third party; or(ii) create any Derivative Work that is competitive with or offers substantially the samefunctionality as the Software or any other product or software application commercially offeredby Jspreadsheet.
3.2 Subscription License(a) (Standard) By entering into a Standard Subscription Licence, Jspreadsheet grants to the
Licensee during the Term a non-exclusive, non-transferable, revocable, royalty-free, worldwide
licence to install and use the Software and Documentation with 1 Developer in one Named
Application. For the avoidance of doubt this Standard Subscription Licence DOES NOT include
use as part of a SaaS app or for developing a SaaS app.
(b) (Enterprise) By entering into an Enterprise Subscription Licence, Jspreadsheet grants to the
Licensee during the Term a non-exclusive, non-transferable, revocable, royalty-free, worldwide
licence to install and use the Software and Documentation with up to 5 Developers in one
Named Application (including as part of a SaaS app or for developing a SaaS app).
(c) (Ultimate) By entering into an Enterprise Subscription Licence, Jspreadsheet grants to the
Licensee during the Term a non-exclusive, non-transferable, revocable, royalty-free, worldwide

licence to install and use the Software and Documentation with up to 10 Developers in one
Named Application (including as part of a SaaS app or for developing a SaaS app).
(d) If additional Developers require access to the Software, the Licensee must notify
Jspreadsheet of the number of additional Developers required and Jspreadsheet will invoice theLicensee for pro rata additional Fees as set out in clause 8.
(e) In no event shall the Licensee create any Derivative Work that is competitive with or offers
substantially the same functionality as the Software or any other product or software
application commercially offered by Jspreadsheet.
3.3 Perpetual License(a) (Enterprise) By entering into an Enterprise Perpetual Licence, the Licensee is granted a nonexclusive, non-transferable, royalty-free, worldwide, revocable and lifelong licence to install anduse the Software and Documentation with up to 5 Developers in one Named Application or as
part of a SaaS application.
(b) (Ultimate) By entering into an Ultimate Perpetual Licence, the Licensee is granted a nonexclusive, non-transferable, royalty-free, worldwide, revocable and lifelong licence to install anduse the Software and Documentation with up to 10 Developers in one Named Application or as
part of a SaaS application.
(c) If additional Developers require access to the Software, the Licensee must notify
Jspreadsheet of the number of additional Developers required and Jspreadsheet will invoice theLicensee for pro rata additional Fees as set out in clause 8.
(d) In no event shall the Licensee create any Derivative Work that is competitive with or offers
substantially the same functionality as the Software or any other product or software
application commercially offered by Jspreadsheet.
4 The software
4.1 Accounts(a) (Accounts) To use the Software, you may be required to sign-up, register and receive an
account through the Website (an Account).
(b) (Provide Information) As part of the Account registration process and as part of yourcontinued use of the Website, you may be required to provide personal information and details,
such as your email address, first and last name, preferred username, a secure password, billing,
postal and physical addresses, mobile phone number, profile information, payment details,
ratings and reviews, verified identifications, verified certifications and authentication, company
name, your role in the company, and your country of residence, and other information as
determined by us from time to time.
(c) (Warranty) You warrant that any information you give to us in the course of completing the
Account registration process is accurate, honest, correct and up-to-date.
(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute
discretion, choose to accept you as a registered user within the Website and provide you withan Account.

(e) (Cancellation) We may, in our absolute discretion, suspend or cancel your Account if you
fail to comply with these Terms.
4.2 Installation, Certificate & Enhancements(a) The Licensee is responsible for properly installing the Software in order for the Licensee toenjoy the full benefit of the Software. Jspreadsheet is available to help with troubleshooting
installation queries. However, Jspreadsheet is not responsible for performing installation.
(b) Once the Software has been installed:(i) if the Licensee has selected a Subscription Plan, the Licensee is responsible for generating a
Certificate through their Account; or(ii) if the Licensee has selected a Perpetual Plan, the Licensee must request Jspreadsheet togenerate a Certificate, which will be sent by email to the Licensee.
(c) If the Licensee wants to add additional Domains under a single Certificate, the Licensee may
send a request to Jspreadsheet and Jspreadsheet will send the relevant Certificate by email
PROVIDED THAT the Domains are related to the same application.
(d) Jspreadsheet may, from time to time, and without being under any obligation to do so, offer
Updates to the Software or issue updates to the Documentation. The Licensee can opt in for
updates, and if this is the case follow the Documentation to adjust their Software inaccordance.
4.3 Additional services and customisations(a) If the Licensee requires additional services, including where Jspreadsheet will develop
additional functionality for the Licensee (Customisations), whether:(i) requested by the Licensee; or(ii) suggested by Jspreadsheet,(Additional Services) Jspreadsheet will, at its absolute discretion, provide a quotation for the
Additional Services.
(b) For the avoidance of doubt, Jspreadsheet is not required to provide Additional Services or
accept any new feature requests.
(c) The parties may agree to any number of additional quotations or orders under thisagreement, without limiting or otherwise affecting previous services performed under thisagreement.
(d) Any quotation or order agreed between the parties will form a binding order for services
under this agreement.
(e) While Jspreadsheet takes reasonable steps to ensure that Customisations will be possible,
Jspreadsheet makes no guarantee that any Customisation will be successful or satisfy anintended use case.
5 support services
5.1 Subscription Plan

Over the course of the Subscription Period, we will provide relevant Updates and general
support where reasonably necessary to resolve technical issues with the Software (Support
Services), the following terms apply unless otherwise specifically agreed in writing:(a) we will take reasonable steps to provide Support Services where necessary. You must firstendeavour to resolve any issues with the Software internally and we will not assist with issues
that are beyond our reasonable control; or beyond the scope of the Jspreadsheet software.
(b) requests for Support Services will be responded to on a best endeavours basis and we
provide no guarantee of Support Services being available 24/7 or that any request for Support
Services will be responded to within a particular time frame; and(c) you will not have any claim for delay to your access to the Software due to any failure ordelay in Support Services.
5.2 Perpetual Plan(a) For the period of 12 months following the commencement of the Perpetual Plan,
Jspreadsheet will offer the Licensee the Support Services as set out in clause 5.1 (Support
Period).
(b) Following the conclusion of the Support Period, if the Licensee wishes to continue to receive
the Support Services and/or any updates and/or new extensions, the Licensee must purchase
the add-on Maintenance Services (as defined in the definitions table). For further terms relating
to the Maintenance Services, please refer to clause 5.3 below.
5.3 Maintenance Plan(a) The Maintenance Plan includes the Support Services as described in clause 5.1.
(b) The Maintenance Plan must be signed up for a set period, as set out on the Website(Maintenance Term).
(c) Upon expiration of the Maintenance Term, the Licensee will no longer have access to theservices provided as part of the Maintenance Plan, unless they sign up for a new term.
6 Licensee’s Obligations(a) The Licensee must ensure that all End Users are made aware of, agree to and comply with
the End User Licence Agreement in Schedule 1 and available athttps://jspreadsheet.com/jspreasheet/terms-and-conditions prior to accessing theSoftware.
(b) The Licensee acknowledges and agrees that the Licensee is responsible for all acts oromissions of its End Users.
(c) The Licensee acknowledges and agrees that Jspreadsheet will have no liability for any act ofan End User for damage, loss or expense suffered by an End User in connection with the use of
the Software, and the Licensee indemnifies Jspreadsheet for any such damage, loss or expense.
(d) The Licensee must not, and must not encourage or permit any End User or any third party to,without Jspreadsheet's prior written approval:(i) make copies of the Documentation or the Software;

(ii) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist
material using the Software;(iii) use the Software for any purpose other than for the purpose for which it was designed,
including you must not use the Software in a manner that is illegal or fraudulent or facilitatesillegal or fraudulent activity (including requesting or accepting a job which includes illegal
activities or purposes;(iv) upload any material that is owned or copyrighted by a third party;(v) adapt, modify or tamper with the Software;(vi) remove or alter any copyright, trade mark or other notice on or forming part of the Software
or Documentation;(vii) create derivative works from or translate the Software or Documentation;(viii) publish or otherwise communicate the Software or Documentation to the public, including
by making it available online or sharing it with third parties;(ix) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation
to any third party;(x) decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive
its source code;(xi) attempt to circumvent any technological protection mechanism or other security feature of
the Software;(xii) share your Account or Account information, including log in details or passwords, with anyother person and that any use of your Account by any person who is not the account holder isstrictly prohibited. You must immediately notify us of any unauthorised use of your Account,password or email, or any other breach or potential breach of the Software’s security; or(xiii) permit any person other than End Users to use or access the Software.
(e) The Licensee acknowledges and agrees that it is the Licensee’s sole responsibility tocomplete all tests and quality checks before deployment of any Licensee Product using theSoftware.
7 Payment
7.1 Free trial
From time to time, we may offer a free trial period, which will allow you to access some featuresof the Software for a set period, as set out on our Website from time to time (Free Trial). If at theend of the Free Trial you do not make payment, then your Free Trial will end. If you wish tocontinue using the software, you must sign up to a Subscription Plan or Perpetual Plan andmake the relevant payments.
7.2 Payment of fees(a) The Licensee must pay the amounts set out in the Checkout Details and at the times set out
in the Checkout Details or otherwise specified in an invoice (Fees).
(b) All Fees must be paid in advance and are non-refundable for change of mind.

7.3 Subscription Plan(a) This clause applies if you have signed up for a Subscription Plan.
(b) You must pay subscription fees to us in the amounts specified on the Website for yourSubscription Plan, or as otherwise agreed in writing (Subscription Fees).
(c) All Subscription Fees must be paid in advance and are non-refundable for change of mind.
(d) Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring
basis for the duration of your Subscription, with the first payment being due on the first day of
the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) andat the beginning of every Renewal Period thereafter.
7.4 MAINTENANCE PLAN FEES
Upon sign up of a Maintenance Plan, you must pay to us in advance the relevant fees for the
Maintenance Term as specified on the Website.
7.5 AUTOMATIC RECURRING BILLING(a) This clause applies if you have selected the Subscription Plan option.
(b) Your Subscription will continue to renew on an automatic indefinite basis unless you notify
us that you wish to cancel. Whilst your Subscription is maintained, your Subscription Fees willcontinue to be debited at the beginning of each Renewal Period from the payment method you
nominated when you registered for an Account.
(c) We will not be required to pay any charge back amount if you fail to cancel your Subscriptionin accordance with these Terms.
(d) By signing up for a recurring Subscription, you acknowledge and agree that your Subscription
has an initial and recurring payment feature, and you accept responsibility for all recurring
charges prior to your cancellation of your Subscription.
(e) We may submit periodic charges for the Subscription Fees without further authorisation fromyou, until you provide prior written notice that you have terminated this authorisation or wish tochange your payment method (and receipt of this is confirmed by us). Such notice will not affectcharges submitted before we could reasonably act on such notice. To terminate yourauthorisation or change your payment method, please contact us via our Website.
7.6 LATE PAYMENTS
We reserve the right to suspend all or part of the Software indefinitely if you fail to pay any Feesin accordance with this clause 6.
7.7 VAT
Unless otherwise indicated, the Fees do not include VAT, GST or any other local tax (together
VAT). In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject tous providing a tax invoice.
7.8 ONLINE PAYMENT PARTNER(a) We may use third-party online payment partner, currently Stripe (Online Payment Partner)
to collect Fees.

(a) The processing of payments by the Online Payment Partner will be, in addition to thisagreement, subject to the terms, conditions and privacy policies of the Online Payment Partner.
(b) You agree to release us and our Personnel in respect of all liability for loss, damage or injury
which may be suffered by any person arising from any act or omission of the Online Payment
Partner, including any issue with security or performance of the Online Payment Partner’s
platform or any error or mistake in processing your payment.
(c) We reserve the right to correct, or to instruct our Online Payment Partner to correct, anyerrors or mistakes in collecting your payment.
8 INTELLECTUAL PROPERTY(a) Nothing in this agreement transfers any Intellectual Property Rights in any Jspreadsheet IP to
the Licensee, including in the Software. Any Developed IP will be solely and exclusively owned
by Jspreadsheet.
(b) In the case of a Perpetual Plan, Jspreadsheet grants to the Licensee a non-exclusive, nontransferable, royalty-free, worldwide, revocable and lifelong licence to use Jspreadsheet IP and
any Developed IP to the extent required for the Licensee to use the Software.
(c) In the case of a Subscription Plan, Jspreadsheet grants to the Licensee a non-exclusive, nontransferable, revocable, royalty-free, worldwide licence to use Jspreadsheet IP and any
Developed IP to the extent required for the Licensee to use the Software during the Term.
(d) For the purposes of this clause 8:(i) "Developed IP" means any materials produced by Jspreadsheet in the course of thisagreement, including reports, data, designs, concepts, know-how, information, advice,
opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone orin conjunction with the Licensee or others, and any Intellectual Property Rights attaching tothose materials.
(ii) "Jspreadsheet IP" means all materials owned or licensed by Jspreadsheet that is not
Developed IP and any Intellectual Property Rights attaching to those materials, including theSoftware and Documentation.
9 CUSTOMER LOGO(a) The Customer agrees to allow Jspreadsheet to display the Customer’s logo, name andbusiness description (together Logo) on or in JSpreadsheet’s respective websites, promotional
materials, social media or portfolios for the purposes of displaying and promoting the Customer
as a customer of Jspreadsheet.
(b) If the Customer no longer wishes for Jspreadsheet to display its Logo, the Customer cannotify Jspreadsheet in writing. Jspreadsheet will then remove the Logo within 7 days of thewritten notification.
10 UPGRADES AND DOWNGRADES
10.1 UPGRADE or downgrade SUBSCRIPTION PLAN(a) You may notify us that you would like to upgrade or downgrade your Subscription Plan or thenumber of Developers at any time. If you do, we will:

(i) take reasonable steps to promptly provide you with access to the new Subscription Plan or
the additional number of Developers; and(ii) upon providing such access, apply the new, relevant Subscription Fees, to the Renewal
Period immediately following the period in which your access to the new Subscription Plan wasprovided, and you will be charged at the new Subscription Fee in every subsequent Renewal
Period.
(b) For the avoidance of doubt, if you choose to downgrade your Subscription or number ofDevelopers, access to the new Subscription Plan or number of Developers the new Subscription
Fees will kick in at the start of the next Renewal Period, unless we notify you otherwise. We
generally don’t pro-rate downgrades in between Renewal Periods, however we reserve the rightto from time to time.
(c) If you choose to downgrade your Subscription, you acknowledge and agree we are not liable,
and you release us from all claims in relation to, any loss of content, features, or capacity,
including any User Data.
(d) Further, you acknowledge and agree that downgrading your current Subscription Plan may
lead to a loss or disruption of certain features or functionalities that are exclusively available
under the higher-tier plans.
10.2 upgrade perpetual plan(a) You may notify us that you would like to upgrade your Perpetual Plan or the number ofDevelopers at any time. If you do, we will:(i) take reasonable steps to promptly provide you with access to the new Perpetual Plan or the
additional number of Developers; and(ii) upon providing such access, invoice you for the additional fees required for the relevant
Perpetual Plan.
(b) For the avoidance of doubt, a Perpetual Plan cannot be downgraded.
10.3 UPGRADE FROM SUBSCRIPTION TO PERPETUAL PLAN
You may notify us that you would like to upgrade your Subscription Plan to a Perpetual Plan at
any time. If you do, we will:(a) take reasonable steps to promptly provide you with access to the new Perpetual Plan; and(b) upon providing such access, invoice you for the additional fees required for the relevant
Perpetual Plan.
11 THIRD PARTY SOFTWARE, TERMS & CONDITIONS
11.1 THIRD PARTY TERMS(a) You acknowledge and agree that the terms & conditions of third party suppliers of goods orservices (Third Party Terms) may apply to your use of the Software from time to time, currently
located at https://jspreadsheet.com/jspreadsheet/third-party, as updated from time to time.

(b) You agree to any Third Party Terms applicable to third party goods and services that are usedin providing the Software to you, and we will not be liable for any loss or damage suffered by you
in connection with such Third Party Terms.
(c) We will take reasonable steps to notify you of Third Party Terms that apply to the Software,
you must immediately notify us if you do not agree to such Third Party Terms.
(d) You acknowledge and agree that if you do not agree to any Third Party Terms, this may affectour ability to provide you the Software and we will not be liable for any issues in providing you
the Software where you do not agree to any Third Party Terms.
11.2 OPEN SOURCE CODE(a) The Software contains open source code libraries (Open Source Code) licensed from third
party software providers (Third Party Software Provider).
(b) The Open Source Code included in the Software is done so pursuant to the relevant Third
Party Software Provider’s license and subject to the disclaimers and limitations set out inrelevant license.
(c) The Licensee acknowledges and agrees that Jspreadsheet does not warrant the content,
conditions or useability of the Open Source Code for the Licensee’s purposes.
(d) The full list of Open Source Code used in the Software can be found here
https://jspreadsheet.com/jspreadsheet/open-source.
11.3 THIRD PARTY SOFTWARE INTEGRATIONS(a) You acknowledge and agree that issues can arise when data is uploaded to software, whendata is transferred between different software programs, and when different software programs
are integrated together. We cannot guarantee that integration processes between the Softwareand other software programs will be free from errors, defects or delay.
(b) You agree that we will not be liable for the functionality of any third party goods or services,
including any third party software, or for the functionality of the Software if you integrate it withthird party software, or change or augment the Software, including by making additions orchanges to the Software code, and including by incorporating APIs into the Software.
(c) You acknowledge and agree that for any utilisation of the Software, including any
customisation of the Software (User Software Changes), then:(i) you acknowledge and agree that User Software Changes can have adverse effects on the
Software, including the Software;(ii) you will indemnify us in relation to any loss or damage that arises in connection on how you
use or integrate and customize Jspreadsheet;(iii) we will not be liable for any failure in the Software.
12 CONFIDENTIALITY(a) Except as contemplated by these Terms, a party must not, and must not permit any of its
Personnel, use or disclose to any person any Confidential Information disclosed to it by theother party without the disclosing party’s prior written consent.

(b) Each party must promptly notify the other party if it learns of any potential, actual orsuspected loss, misappropriation or unauthorised access to, or disclosure or use ofConfidential Information or other compromise of the security, confidentiality, or integrity ofConfidential Information.
(c) The notifying party will investigate each potential, actual or suspected breach ofconfidentiality and assist the other party in connection with any related investigation.
13 DATA & PRIVACY
13.1 DATA PROTECTION(a) The Licensee agrees to Jspreadsheet’s Privacy Policy, here
https://jspreadsheet.com/jspreadsheet/privacy-policy , which is incorporated into these Termsby reference. Please read the Privacy Policy carefully as it governs Jspreadsheet’s collection,
use and disclosure of personal information.
(b) Words and phrases in this section shall have the meaning given to them by applicable dataprotection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR)
and applicable national legislation that implements or supplements the GDPR or otherwise
applies to data protection and privacy, and any statutory instrument, order, rule or regulation
made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data
Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data”
shall have the meanings given to those terms in such Data Protection Legislation.
(c) During and after the delivery of the Software, the Licensee agrees that Jspreadsheet will beprocessing personal data for its own purposes and as such will be a controller under the Data
Protection Legislation and this includes (but is not limited to) the following purposes:(i) Jspreadsheet providing the Software and associated services under the Terms and Checkout
Details;(ii) Jspreadsheet and/or our independent contractors and third party suppliers may use thecontact details of the Licensee and the Licensee’s representatives for marketing andpromotional purposes.;(iii) Jspreadsheet may process personal data concerning its other clients and contacts in otherways for its own business purposes;(iv) Jspreadsheet may process and transfer personal data as necessary to effect a reorganisation of its business; and(v) Jspreadsheet may share personal data with other legal or professional advisers used by us toprovide the Licensee with legal or professional services.
(d) During and after the delivery of Software and the associated services, there may be limited
occasions where Jspreadsheet may process on the Licensee’s behalf as a processor any
personal data the Licensee have provided to Jspreadsheet. Jspreadsheet will advise theLicensee in writing where Jspreadsheet believes Jspreadsheet may act as a processor and any
such processing shall be in accordance with, and subject to, the Licensee’s instructions.
(e) Before performing the processing, Jspreadsheet shall document within the instructions the
subject matter and duration of the processing, the nature and purpose of the processing, thetypes of personal data and categories of data subjects and the other terms prescribed by theData Protection Legislation. Jspreadsheet will ensure that all appropriate technical andorganisational measures are taken to protect any personal data supplied by the Licensee toJspreadsheet against unauthorised or unlawful processing, accidental loss, destruction ordamage, including when Jspreadsheet subcontract any processing (for example, in the case of
external storage of data).
(f) The Licensee’s instructions are taken to include the use by Jspreadsheet, where appropriate,of independent contractors and third party suppliers appointed by us for functions such as data
and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in
accordance with the foregoing.
(g) By accepting this agreement the Licensee gives positive consent for Jspreadsheet to obtain,
store and process information about the Licensee as described in the preceding paragraphs.
The Licensee agrees that where necessary the Licensee will have satisfied relevant statutory
ground under the Data Protection Legislation in connection with the above-describedcategories of processing, before providing Jspreadsheet with personal data. It is also a term of
this agreement that any personal data supplied by Jspreadsheet to the Licensee about
employees/independent contractors of Jspreadsheet and/or any third parties may only be used
for the express purposes for which that information is provided to the Licensee.
(h) Each party shall comply with the terms of the Data Protection Legislation.
14 LIABILITY
14.1 DISCLAIMER OF WARRANTY(a) (Warranties) The Licensee expressly acknowledges and agrees that use of the Software andDocumentation is at the Licensee’s own risk and that the Software and Documentation isprovided “as is” without any warranties or conditions whatsoever. Further:(i) Jspreadsheet expressly disclaims any warranty, express or implied, including without
limitation the implied warranties of merchantability, fitness for a particular purpose, or noninfringement;(ii) Jspreadsheet does not warrant that the Software and Documentation, and its functionality,
reliability and performance will meet the Licensee’s requirements or that the operation of the
Software will be uninterrupted or error free;(iii) the Licensee assumes responsibility for selecting the Software to achieve the Licensee’s
intended results, and for the use and the results obtained from the Software;(iv) the Licensee understands that the Software may produce inaccurate or incomplete results
because of errors within the Software or failures by the Licensee to properly use the Software;(v) the Licensee assumes full responsibility for any use of the Software and bears the entire risk
for such error and failures.
(b) (Errors) We will correct any errors, bugs or defects in the Software which arise during theTerm and which are notified to us by you, unless the errors, bugs or defects:(i) result from the interaction of the Software with any other solution or computer hardware,
software or services not approved in writing by us;(ii) result from any misuse of the Software; or(iii) result from the use of the Software by you other than in accordance with these Terms or theDocumentation.
(c) (Service Limitations) The Software is made available to you strictly on an ‘as is’ basis.
Without limitation, you acknowledge and agree that we cannot guarantee that:(i) the Software will be free from errors or defects;(ii) the Software will be accessible at all times;(iii) messages sent through the Software will be delivered promptly, or delivered at all;(iv) information you receive or supply through the Software will be secure or confidential; or(v) any information provided through the Software is accurate or true.
(d) (Exclusion) To the maximum extent permitted by applicable law, all express or implied
representations and warranties (whether relating to fitness for purpose or performance, orotherwise) not expressly stated in these Terms are excluded.
14.2 LIMITATION OF LIABILITY(a) Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional
unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
(b) (Limitation of liability) To the maximum extent permitted by applicable law, our maximum
aggregate liability to you in respect of loss or damage sustained by you under or in connection
with these Terms or the Software is limited to the total Fees paid to us by you in the 6 months
preceding the first event giving rise to the relevant liability.
(c) (Indemnity) The Licensee agrees at all times to indemnify and hold harmless Jspreadsheet
and its officers, employees and agents (“those indemnified”) from and against any loss
(including reasonable legal costs) or liability incurred or suffered by any of those indemnified
where such loss or liability was caused or contributed to by you or you officers’, employees’ oragents’:(i) breach of any of these Terms; or(ii) negligent, fraudulent or criminal act or omission.
(d) (Consequential loss) We will not be liable for any incidental, special or consequential loss
or damages, or damages for loss of data, business or business opportunity, goodwill,
anticipated savings, profits or revenue arising under or in connection with these Terms or any
goods or services provided by us, except to the extent this liability cannot be excluded underapplicable law.
(e) (Unfair Contract Terms) To the extent that the provisions of any applicable law shall impose
restrictions on the extent to which liability can be excluded under these T&Cs or a Scope ofWork including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair
Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to therequirement of reasonableness, the exclusions set out in this clause shall be limited inaccordance with such restrictions. However, any exclusions of liability that are not affected bysuch restrictions shall remain in full force and effect.
15 TERMINATION

15.1 termination for convenience
Either party may terminate this agreement at any time without reason by providing 30 days’
written notice to the other party. The termination date is 30 days after the date of the notice,unless another later date is given in the termination notice.
15.2 TERMINATION FOR CAUSE
Either party (Non-Defaulting Party) may terminate this agreement immediately by written
notice to the other party (Defaulting Party) if the Defaulting Party is in breach of this agreement
and either:(a) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party
requiring it to remedy such breach; or(b) that breach is not capable of remedy.
The termination date is the date that the breach is determined to not be remedied either underclause 15.2(a) or clause 15.2(b).
15.3 EFFECT OF TERMINATION
Upon expiration or termination of this agreement:(a) all amounts already paid to Jspreadsheet will be non-refundable;(b) the Licensee must immediately cease using the Software and any other material no longer
licensed to them(c) each party must return to the other party or destroy all property and Confidential Informationof the other party in its possession or control.
15.4 survival
Any clause that by its nature would reasonably be expected to be performed after thetermination or expiry of this agreement will survive and be enforceable after such termination or
expiry.
16 DISPUTE RESOLUTION(a) A party claiming that a dispute has arisen under or in connection with thisagreement must
not commence court proceedings arising from or relating to the dispute, other than a claim forurgent interlocutory relief, unless that party has compliedwith the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with thisagreement must give the otherparty or parties to the dispute written notice containing
reasonable details of the dispute and requiring its resolutionunder this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best
efforts toresolve the dispute in good faith. If the dispute is not resolved within a period of 14days(or such other period as agreed by the parties in writing) after the date of the notice, any
party to the dispute may take legal proceedings to resolve the dispute.
17 FORCE MAJEURE

(a) We will not be liable for any delay or failure to perform its obligations under this agreement if
such delay or failure arises out of a Force Majeure Event.
(b) If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:(i) reasonable details of the Force Majeure Event; and(ii) so far as is known, the probable extent to which We will be unable to perform or be delayedin performing its obligations under this agreement.
(c) Subject to compliance with clause 17(b), our relevant obligation will be suspended during
the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or
fire;(ii) strikes or other industrial action outside of the control of us;(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic,
pandemic; or(iv) any decision of a government authority in relation to COVID-19, or any threat of COVID-19
beyond the reasonable control of us, to the extent it affects our ability to perform ourobligations.
18 NOTICES(a) A notice or other communication to a party under these Terms must be:(i) in writing and in English; and(ii) delivered via email to the other party, to the email address specified in the Order, or if noemail address is specified in the Order, then the email address most regularly used by theparties to correspond regarding the subject matter of this agreement as at the date of thisagreement (Email Address). The parties may update their Email Address by notice to the otherparty.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was
not delivered to the other party’s Email Address, notice will be taken to be given:(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday
in the state or territory whose laws govern this agreement, in which case the notice will be taken
to be given on the next occurring business day in that state or territory; or(ii) when replied to by the other party,
whichever is earlier.
19 GENERAL
19.1 GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim (including non-contractual disputes or claims) arisingout of or in connection with it or its subject matter or formation shall be governed by andconstrued in accordance with the law of England and Wales. Each party irrevocably agrees thatthe courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim(including non-contractual disputes or claims) arising out of or in connection with thisagreement or its subject matter or formation.
19.2 third party rights
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.
19.3 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of
any right unless the waiver is in writing and signed by the party granting the waiver.
19.4 SEVERANCE
Any term of this agreement which is wholly or partially void or unenforceable is severed to theextent that it is void or unenforceable. The validity and enforceability of the remainder of thisagreement is not limited or otherwise affected.
19.5 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or
benefits them jointly and severally.
19.6 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under thisagreement without the prior written consent of the other party.
19.7 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersedes any priornegotiation, conduct, arrangement, understanding or agreement, express or implied, in relation
to the subject matter of this agreement.
19.8 INTERPRETATION(a) (singular and plural) words in the singular includes the plural (and vice versa);(b) (currency) a reference to £; or “pound” is to British currency;(c) (gender) words indicating a gender includes the corresponding words of any other gender;(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or
grammatical form of that word or phrase has a corresponding meaning;(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a
corporation, an authority, an association, consortium or joint venture (whether incorporated orunincorporated), a partnership, a trust and any other entity;(f) (party) a reference to a party includes that party’s executors, administrators, successors andpermitted assigns, including persons taking by way of novation and, in the case of a trustee,includes any substituted or additional trustee;(g) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment orannexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexureto or of this agreement, and a reference to this agreement includes all schedules, exhibits,
attachments and annexures to it;(h) (document) a reference to a document (including this agreement) is to that document asvaried, novated, ratified or replaced from time to time;(i) (headings) headings and words in bold type are for convenience only and do not affectinterpretation;(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and(k) (adverse interpretation) no provision of this agreement will be interpreted adversely to a
party because that party was responsible for the preparation of this agreement or that provision.

Schedule 1 End User Licence Agreement
KEY TERMS
Term

Meaning

End Usermeans you, or any person to whom the Licensee provides the Licensed
Materials and this EULA.

Head
Agreement

means the agreement between the Service Provider and the Licensee in
relation to the Licensed Materials.

Licensed
Materials

means Jspreadsheet Pro (a JavaScript data grid plugin with spreadsheet like
controls) and all available Enterprise or Ultimate extensions described on thewebsite.

Licenseemeans the entity which has entered into the Head Agreement with the Service
Provider in relation to the Software for the purpose of sublicensing theSoftware to the End User.

Purposemeans the ability of developers to include spreadsheet-like controls on theirapplications without need to develop such features.

Service
Providermeans Jspreadsheet, a company registered in England and Wales undercompany number 12185072

1 APPLICABILITY AND DEEMED ACCEPTANCE(a) This EULA applies to any End Users of the Licensed Materials. You agree to, and will bedeemed to have accepted, this EULA when you access the Licensed Materials.
(b) By accessing the Licensed Materials, you irrevocably consent to the terms of this EULA andrepresent and warrant that you will comply with the scope and restrictions of this End User
Licence to the Licensed Materials provided under this EULA. If you do not accept this EULA, youmust not access, use or otherwise view the Licensed Materials.
(c) This EULA commences on the date the Licensed Materials are provided to you and will end
when written notice is provided to you.

2 USE OF LICENSED MATERIALS
2.1 GRANT OF LICENCE(a) You are granted a revocable, worldwide, royalty-free licence to use the Licensed Materials for
the Purpose.
(b) You must only use the Licenced Materials:(i) in accordance with the limitations of the Purpose;(ii) in a manner that is consistent and compliant with clause 2.2; and(iii) in compliance with any other restrictions notified to you in writing by the Licensee or theService Provider from time to time.
2.2 RESTRICTIONS ON LICENCE
Except in accordance with clause 2.1(b), you must not, without prior written approval from the
Licensee or the Service Provider in their absolute discretion:(a) make copies of the documentation or the Licensed Materials;(b) provide the Licensed Materials to any third party;(c) adapt, modify or tamper in any way with the Licensed Materials, other than within theapproved scope of use of the Licensed Materials;(d) remove or alter any copyright, trade mark or other notice on or forming part of the Licensed
Materials or documentation;(e) create derivative works from or translate the Licensed Materials or documentation, otherthan for your own personal use only;(f) publish or otherwise communicate the Licensed Materials or documentation to the public,
including by making it available online or sharing it with third parties;(g) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Licensed Materials or
documentation to any third party;(h) decompile or reverse engineer the Licensed Materials or any part of it, or otherwise attempt
to derive its source code;(i) attempt to circumvent any technological protection mechanism or other security feature of
the Licensed Materials.
2.3 LIMITATIONS OF LICENSED MATERIALSThe Service Provider does not guarantee, and make no warranties, to the extent permitted bylaw, that:(a) the Licensed Materials will be free from errors or defects;(b) the Licensed Materials will be accessible or available at all times; or(c) any information provided through the Licensed Materials is accurate or true.
3 DISCLAIMERS

(a) The Service Provider does not accept responsibility for any unauthorised use, destruction,
loss, damage or alteration to your data or information, your computer systems, mobile phones
or other electronic devices arising in connection with use of the Licensed Materials.
(b) The Software contains open source code libraries (Open Source Code) licensed from third
party software providers (Third Party Software Provider). The Open Source Code included in
the Software is done so pursuant to the relevant Third Party Software Provider’s license andsubject to the disclaimers and limitations set out in relevant license. The Licensee
acknowledges and agrees that Jspreadsgeet does not warrant the content, conditions or
useability of the Open Source Code for the Licensee’s purposes. The full list of Open Source
Code used in the Software can be found here https://jspreadsheet.com/jspreadsheet/opensource(c) You must take your own precautions to ensure that the process which you employ foraccessing the Licensed Materials does not expose you to the risk of hacking, malware,ransomware, viruses, malicious computer code or other forms of interference.
(d) To the maximum extent permitted by applicable law, we limit all liability to any person forloss or damage of any kind, however arising whether in contract, tort (including negligence),
statute, equity, indemnity or otherwise, arising from or relating in any way to the Licensed
Materials to £100 in aggregate. This includes the transmission of any computer virus.
(e) You indemnify the Service Provider and its employees, agents and contractors (Personnel) inrespect of all liability for loss, damage or injury which may be suffered by any person arisingfrom, or in connection with, your use of the Licensed Materials or breach of this EULA (or both,as the case may be).
(f) You acknowledge and agree that the Service Provider will have no liability for any act oromission by you which results in or contributes to damage, loss or expense suffered by you or
another user in connection with the use of the Licensed Materials and indemnify the Service
Provider for any such damage, loss or expense.
(g) All express or implied representations and warranties given by the Service Provider or its
Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law
implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded,
then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability forbreach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:(i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and(ii) in the case of services, the supply of the services again, or the payment of the cost of having
them supplied again.
(h) To the maximum extent permitted under applicable law, under no circumstances will theService Provider or its Personnel be liable for any incidental, special or consequential loss ordamages, or damages for loss of data, business or business opportunity, goodwill, anticipatedsavings, profits or revenue arising under or in connection with the Licensed Materials, this EULAor their subject matter.
4 TERMINATION
4.1 AUTOMATIC TERMINATION

This agreement will be automatically terminated, and your licence to the Licensed Materials will
be immediately revoked, if the Head Agreement expires or is terminated.
4.2 TERMINATION BY SERVICE PROVIDER OR LICENSEEThe Service Provider or the Licensee (or both) may terminate this agreement immediately by
notice to you (as an individual user, without terminating the Head Agreement) if:(a) you are in breach of any term of this agreement and have failed to remedy the breach within
10 Business Days after the notice; or(b) you commit, or the Service Provider or the Licensee reasonably suspects that you may
commit, any breach of this agreement including, without limitation, clause 2.
4.3 EFFECT OF EXPIRY OR TERMINATION(a) In the event of expiry or termination of this EULA, you must:(i) immediately cease using the Licensed Materials; and(ii) remove the Licensed Materials from all materials in your care, custody or control that feature
the Licensed Materials, and, if the Licensed Materials cannot be removed, then at the Service
Provider’s option, return or destroy all such material.
(b) Termination of this agreement will not affect any rights accruing to either party to the date of
termination nor any obligation performed to the date of termination or any obligation which
expressly or impliedly survives termination of this agreement.
4.4 YOUR DATA ON TERMINATION
You are solely responsible for removing any information you store in the Licensed Material prior
to termination of this agreement. The Service Provider will not be liable to you for any loss of
your or any other user’s data or information upon termination of this agreement.
5 GENERAL
5.1 GOVERNING LAW AND JURISDICTION
This agreement is governed by the law applying in England and Wales. Each party irrevocably
submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal
from them in respect of any proceedings arising out of or in connection with this agreement.
Each party irrevocably waives any objection to the venue of any legal process on the basis thatthe process has been brought in an inconvenient forum.
5.2 third party rights
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.
5.3 WAIVER
No party to this agreement may rely on the words or conduct of any other party as a waiver of
any right unless the waiver is in writing and signed by the party granting the waiver.
5.4 FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents
required by law or reasonably requested by another party to give effect to this agreement.
5.5 ASSIGNMENT
You can’t assign, novate or otherwise transfer your rights or obligations under this agreement
without the Service Provider’s prior consent.
5.6 ENTIRE AGREEMENT
This agreement embodies the entire agreement between the parties and supersede any priornegotiation, conduct, arrangement, understanding or agreement, express or implied, in relation
to the subject matter of this agreement.