Subscription Agreement | Terms & Conditions of Use

1. Our Terms and Conditions

These are the terms and conditions on which Chalkstring Limited (the “Company”, “We”, “Our(s)” or “Us”) supply the Services to “You” (being the person, business or company detailed on the Order Form together with your employees, agents and contractors).

Why You should read themplease read these terms carefully before You commit to using Our Services. These terms tell You who We are, how We will provide the Services to You, how You and We may change or terminate the contract, what to do if there is a problem and other important information. If You think that there is a mistake in these terms, or You would like to discuss them further please contact Us before continuing.

2. Acceptance of these terms

By the act of using Us and Our services, You are agreeing to be bound by the following terms and conditions (the “Agreement”) which are intended to govern your use of Our online software service known as “Chalkstring” (“Chalkstring” or the “Service”). If You are entering into this Agreement on behalf of a company or other legal entity, You hereby confirm that You have the authority to legally bind such entity to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity. If You do not have such authority, or if You do not agree with these terms and conditions, You must cancel the ordering process and may not use the Service.

For further clarification, a Definitions section is included at the end of this Agreement.

3. The Service

As part of the Service, We will provide You with use of the Service, including a browser interface and data transmission, access and storage. As stated above, Your use of the Service shall be deemed to constitute Your agreement to abide by the terms of this Agreement which includes Your use of any of the materials available on the my.chalkstring.com or www.chalkstring.com websites.  Furthermore, Your acceptance of the terms of this Agreement shall be deemed to include Your understanding and acceptance of the terms of Our Privacy Policy, which can be viewed at www.chalkstring.com/privacy.

4. Data Security and Backup
We will maintain strict policies and procedures designed to deliver security and privacy of Your information. We employ SSL/TLS encryption and other privacy protection technology used to secure all of Our data. To help ensure the security and privacy of Your information, We are continually developing and improving Our infrastructure. Our customers are only able to access Our services with a valid username and password combination, which is encrypted via SSL/TLS while in transmission and no unencrypted passwords are stored on Our servers. We enforce tight operating system-level security by password protecting all operating system accounts and production databases and employing secure technologies such as Secure Shell.

We also enforce operating system-level security by using a minimal number of access points to all production servers. Our servers are hosted by Amazon Web Services which has robust controls in place to maintain security and data protection. More information can be found at  https://aws.amazon.com/compliance/. We have servers running in a minimum of two datacentres at any one time to ensure redundancy and performance, and database backups are performed nightly.

5. Privacy and Confidentiality
We will treat Your personal and confidential information in accordance with Our Privacy Policy located at www.chalkstring.com/privacy.

You and We shall, during the term of this Agreement and thereafter, keep confidential and shall not use for either of our own purposes (other than implementation of this Agreement) nor without the prior written consent of each other, disclose to any third party (except each of our professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature which may become known to either of us, unless that information is public knowledge or already known to either of us at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of either of us from a third party. We and You agree to use our reasonable endeavours to prevent the unauthorised disclosure of any such information.

6. Licence Grant and Restrictions
We hereby grant You a non-exclusive, non-transferable, right to use the Service, solely for Your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by Us. You may not access the Service if You are a direct competitor of Ours, except with Our prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You hereby undertake that You shall not (i) licence, sub licence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party, the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Licences cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You hereby agree to permit Us to inspect and have access to any premises (and to the computer equipment located there) at which the Service is utilised from, and to have access to any records kept in connection with this Agreement, for the purposes of ensuring that You are complying with the terms of this Agreement, provided that We provide reasonable advance notice to You of such inspections, which shall take place at reasonable times.

You hereby undertake that You will use the Service only for Your internal business purposes and shall not use the Service to: (i) contravene or violate any applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or in violation of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks.

For the avoidance of doubt, the lists set out above are intended to be used as examples only and are not to be deemed exhaustive.

7. Your Responsibilities
You are responsible for all activity occurring under Your Licences and shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those relating to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Us immediately on discovery of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Us immediately and thereafter use best endeavours to immediately stop any copying or distribution of Content that is known or suspected by You or Your Users; and (iii) not impersonate another User or provide false identity information to gain access to, or use the Service.

8. Account Information and Customer Data
We do not own any data, information or material that You submit to the Service.  It is Your sole responsibility to ensure the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use, of all Customer Data, and We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. We reserve the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Your non-payment. Upon termination for cause, Your right to access or use Customer Data immediately ceases, and We will have no obligation to maintain or forward any Customer Data.

 9. Intellectual Property Ownership

We shall own all rights, title and interests, including all related Intellectual Property Rights, in and to the Chalkstring Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You, or any other party, relating to the Service, the Content or the Chalkstring Technology.

This Agreement is not intended to constitute a sale and does not convey to You, any rights of ownership in, or related to, the Service, the Chalkstring Technology, the Content or the Intellectual Property Rights owned by Us. The Chalkstring name, the Chalkstring logo, and the product names associated with the Service, the Content and the Chalkstring Technology, are trademarks of Ours, and no right or licence is granted to use them.

10. Charges and Payment of Fees and Additional Users
You shall be liable to pay all fees or charges to Your account in accordance with the fees, charges, and payment terms as detailed on the Order Form(s) and in accordance with the provisions of this paragraph 10.

The minimum number of Licences that may be ordered is 5 (five). Initial charges will be equal to the total number of Licences multiplied by the User Licence Fee detailed on the Order Form. Payments are to be made monthly in advance, unless We agree an alternative payment structure with You in writing.

Once the Order Form has been signed by You and received by Us, all payment obligations are then binding on You and You shall not be able to cancel the Agreement, other than in accordance with the terms of paragraph 13.  All amounts paid are non-refundable. You are responsible for paying for all Licences ordered for the entire Initial Term or any subsequent Licence Term, whether or not such Licences are actively used. You must provide Us with valid bank account details on a signed direct debit mandate and approved purchase order information (if required) as a condition to signing up for the Service. The initial payment will be pro-rated to cover the period from the Effective Date to the last day of the following calendar month. Thereafter, subsequent monthly payments will be due and payable on the 1st day of each calendar month and will be taken from Your nominated bank account, by direct debit.

Additional Licences can be added at any time by Your Account Administrator through the relevant procedure within the Service.

Any additional Licences added during the contract term in line with the provisions of this paragraph 10 will be subject to the following: (i) added Licences will be coterminous with the then current contract term (that is either the Initial Term or any subsequent Licence Term); (ii) the User Licence Fee for the added Licences will be the then prevailing User Licence Fee as set out in the last completed Order Form (subject to any revisions to that User Licence Fee that maybe applied from time to time and as notified to you in writing by Us, in accordance with the provisions of this paragraph 10); and (iii) Licences added during the course of a calendar month will be charged in full, from the 1st day of the following calendar month.

For the avoidance of doubt, it is Your responsibility to ensure that Your Account Administrator is acting in accordance with Your instructions for utilisation of the Service and with regard to the number of Licences that You require and use.  If an Account Administrator creates additional Licences within the contract term, You hereby acknowledge and agree to be bound by the terms of this paragraph 10 and as a result will be contractually obliged to pay any additional User Licence Fees and the uplifted Licence Fee to the end of the then current contract term as a result of the inclusion of those additional Licences.

We reserve the right to review and amend Our fees and charges as We see fit and to introduce new or reviewed charges at any time, upon providing at least 30 days prior written notice to You, such written notice may be provided by e-mail. All pricing terms are confidential, and You hereby agree not to disclose them to any third party without Our prior written consent.

11. Billing and Renewal
We charge and collect payment in advance for use of the Service. We will automatically issue an invoice and debit Your bank account on the 1st day of each calendar month unless otherwise agreed between Us and You in writing. The charge for renewing the contract term will be equal to the then current number of Licences multiplied by the prevailing User Licence Fee (as set out in the last signed Order Form or such other fee as We may notify You of, from time to time, in accordance with the provisions of paragraph 10 above).  Fees for other services will be charged on an as-quoted basis. Unless otherwise stated, Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.

You agree to provide Us with complete and accurate billing and contact information. This information includes Your legal company name, registered postal address and telephone number plus name, email address and contact telephone number of an authorised billing contact and Account Administrator(s), together with any other information that We may request from You in writing, from time to time. You agree to update this information within 30 days of any changes to it. If the contact information You have provided is false or fraudulent, We reserve the right to terminate this Agreement and Your access to the Service, without notice, in addition to any other legal remedies that maybe available to Us.

Unless We agree with You in writing, all Our charges and fees are billed in Pounds Sterling (GBP). If You believe a bill to be incorrect, You must contact Us in writing within 30 days of the date of the invoice to which Your query or objection relates.  Should You fail to contact us within the 30 days, You will no longer be eligible to receive an adjustment or credit.

12. Non-Payment and Suspension
In addition to any other rights We may have, We hereby reserve the right to suspend or terminate this Agreement and Your access to the Service, without notice, if Your account is unpaid or falls into arrears. Unpaid invoices and accounts in arrears are subject to compound interest at a rate of 8% per annum, on any outstanding arrears, together with all expenses, reasonably incurred, in securing collection of the debt. You will continue to be charged for Licences during any period of suspension of Your account. If You or We seek to terminate this Agreement, You will be obligated to pay the balance due on Your account for the entire Initial Term or any subsequent Licence Term, calculated in accordance with the provisions of paragraph 10 above, and We may, in Our absolute discretion, arrange for such fees to be invoiced to You.

We reserve the right to impose a “Reconnection Fee” in the event Your account is suspended, and You thereafter request access to the Service.  The cost of that Reconnection Fee will be notified to You in writing before You are granted access to Your account.  Should You fail to respond to the written notification or acknowledge the Reconnection Fee, but continue to access the Service thereafter, Your continued use of the Service shall be deemed acceptance of the Reconnection Fee and continuance of the contract on the same terms as applied prior to the suspension.  In which case, the cost of the Reconnection Fee will be added to Your account as We see fit. You hereby agree and acknowledge that should Your account be terminated or suspended, We are not under any obligation to retain Customer Data if that period of suspension is more than 30 days in duration or after 30 days from the date on which this Agreement was terminated (such termination to be on the last day of the contract term, being 12 months from the Effective Date or the date on which any Licence Term began), and that such Customer Data may be irretrievably deleted if any payments due on Your account are 30 days, or more, overdue.

13. Termination upon Expiration and Reduction in Number of Licences
The terms of this, Our Agreement with You, commences on the Effective Date and is for the Initial Term (unless We agree otherwise in writing with You). Upon the expiration of the Initial Term, this Agreement will automatically renew for a successive term or terms; the “Licence Term(s)”, each of which shall be equal in duration to the Initial Term, and on the same terms and with the same fees as the previous Agreement (being either the Initial Term or any previous Licence Terms), unless We notify You of any changes in writing.

Unless You terminate this Agreement in accordance with the provisions of this paragraph 13, you will be contractually committed for the duration of any subsequent Licence Term, on the same terms and at the same rates as the previous term (being either an Initial Term or a previous Licence Term), subject to any amendments that We may notify You of in writing.

If You wish to terminate the Agreement or reduce the number of Licences, such termination or reduction can only take effect at the end of the Initial Term or any subsequent Licence Term. You must notify Us in writing at least 30 days before the end of the then current term detailing either Your intention to terminate the Agreement at the end of the term, or the reduction in the number of Licences that You will require for any subsequent Licence Term (such number not being less than five (5).

For the avoidance of doubt, failure to notify Us in writing 30 days before the renewal of the then current contract term (being either the Initial Term or any Licence Term), will result in the automatic renewal of this Agreement for a Licence Term, with the same number of Licences as issued under the previous term.

Your written notification for the purposes of this paragraph 13, should be provided either by emailing billing@chalkstring.com, or by letter sent to Us at Our registered office address. Such written notification of Your intention to terminate the Agreement shall deemed to have been adequately communicated to Us, on our receipt of the email, or the letter.  Should You decide to terminate this Agreement in accordance with the provisions of this paragraph 13, You hereby agree and acknowledge that We have no obligation to retain Your Customer Data, and may delete such Customer Data, more than 30 days after termination.

14. Termination for Cause
Any breach of Your payment obligations or any unauthorised use of the Chalkstring Technology or Our Service, will be deemed a material breach of this Agreement. We may, in Our absolute discretion and without notice, terminate Your password, account or withdraw the provision of the Service, if You breach or otherwise fail to comply with the terms of this Agreement. You hereby agree and acknowledge that We have no obligation to retain Your Customer Data and may delete such Customer Data, if We suspect that You have materially breached this Agreement, which includes but is not limited to failure to pay outstanding fees, and where such breach has not been resolved to Our reasonable satisfaction within 30 days of Our giving you written notice of such breach.

Without affecting any other right or remedy available to Us, We may terminate this Agreement with immediate effect by giving written notice to You if:

(i)  You suspend, or threaten to suspend, payment of Your debts or You are unable to pay Your debts as they fall due or You admit inability to pay Your debts or You are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986; (ii)  You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or You make a proposal for or enter into any compromise or arrangement with Your creditors other than for the sole purpose of a scheme Your solvent amalgamation with one or more other companies or Your solvent reconstruction; (iii)  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up other than for the sole purpose of a scheme for Your solvent amalgamation with one or more other companies or Your solvent reconstruction; (iv)  an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over You; (v)  the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver; (vi)  a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets; (vii)  a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Your assets and such attachment or process is not discharged within 14 days; (viij)  any event occurs, or proceeding is taken, in any jurisdiction to You are subject that has an effect equivalent or similar to any of the events mentioned in this paragraph 14; (ix)  You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business; or (x)  there is a change of Your control (within the meaning of section 1124 of the Corporation Tax Act 2010).

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

On termination for any reason: (i)  all rights granted to You under this Agreement shall cease; (ii)  You shall cease all activities authorised by this Agreement; (iii)  You shall immediately pay to Us any sums due to Us under this Agreement; and (iv) You shall immediately destroy or return to Us (at Our option) all information or material in Your possession, custody or control which relates to this Agreement and, in the case of destruction, certify to Us that You have done so.

15. Representations and Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. We represent and warrant that We will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

If, within 90 day of the Effective Date, you notify Us in writing of any defect or fault in the Service in consequence of which it fails to conform in all material respects to that specified by the online help documentation, and such defect or fault does not result from You, or anyone acting with Your authority, having amended the Service or the Content or the Chalkstring Technology or used the Service outside the terms of this Agreement for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by Us, or it has not been loaded onto suitably configured equipment, We shall, at Our option, do one of the following: (i) repair the Service; (ii) reconfigure the Service or part thereof; or (iii) terminate this Agreement immediately by notice in writing to You and refund any of the Licence Fee paid by You as at the date of termination (less a reasonable sum in respect of Your use of the Service to the date of termination) on Your cessation of use of the Service, provided that You provide all the information that may be necessary to assist Us in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable Us to re-create the defect or fault.

You accept responsibility for the selection of the Service to achieve Your intended results and acknowledge that the Service has not been developed to meet Your individual requirements.

16. Mutual Indemnification
You shall indemnify and hold Us, and Our parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by You of Your representations and warranties; or (iii) a claim arising from a breach of this Agreement by You or any or all of Your Users, provided in any such case that We: (a) give You written notice of the claim within 14 days of Our becoming aware of the same; (b) give You sole control of the defence and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release Us from any and all liability and where the terms of any such settlement do not negatively impact on Our business or Service); (c) provide You with reasonable information and assistance; and (d) have not compromised or settled such claim.

We shall indemnify and hold You and your parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a UK patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Us of Our representations or warranties; or (iii) a claim arising from breach of this Agreement by Us; provided that You: (a) promptly give written notice of the claim to Us; (b) give Us sole control of the defence and settlement of the claim (provided that We may not settle or defend any claim unless it unconditionally releases You of all liability); (c) provide to Us all available information and assistance; and (d) have not compromised or settled such claim. We shall have no indemnification obligation, and You shall indemnify Us pursuant to the terms of this Agreement, for claims that may be made against Us as a result of the combination of Your use of the Service with any of your products, service, hardware or business process(s).

17. Disclaimer of Warranties
Save as set out above under paragraph 15, We make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any Content. We do not represent or warrant that: (i) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Service will meet Your requirements or expectations, (iii) any stored data will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your requirements or expectations, (v) errors or defects will be corrected, or (vi) the Service or the server(s) that make the Service available are free of viruses or other harmful components. The Service and all Content is provided to You strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Us.

18. Internet Delays
Our services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damage resulting from such problems.

19. Limitation of Liability
In no event shall Our aggregate liability exceed the amounts actually paid by and/or due from You during the portion of the Initial Term or the Licence Term preceding the event giving rise to any claim. In no event shall We be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this Agreement, including but not limited to the use or inability to use the Service, or for any Content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause, in the Content, even if We were previously advised of the possibility of such damages.

You agree that, in entering into this Agreement, You did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if You did rely on any representations, whether written or oral, not expressly set out in this Agreement) that You shall have no remedy in respect of such representations and (in either case) We shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.

All dates supplied by Us for the provision of Service shall be treated as approximate only. We shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

20. Notice

We may give notice via the Service, or by email to any email address You provide or by written communication sent by first class mail to any postal address You provide. Such notice shall be deemed to have been given upon the expiration of 48 hours after posting (if sent by first class mail) or 12 hours after sending (if sent by email). You may give notice to Us (such notice shall be deemed given when actually received by Us) at any time by email to billing@chalkstring.com, or by letter delivered by nationally recognised overnight delivery service or first-class mail to Chalkstring Limited, at the registered office address, for the attention of the Managing Director.

21. Modification to Terms
We reserve the right to modify the terms of this Agreement as set out herein and on the Order Form(s), or Our policies relating to the Service at any time, effective upon posting of an updated version of this Agreement/Order Form/Privacy Policy on the Service or Our website. You are responsible for regularly reviewing the Service and our Website for notification of such changes. Your continued use of the Service after Our notifying You of any such changes shall constitute Your consent to such changes.

 22. Assignment; Change in Control

This Agreement may not be assigned by You without Our prior written approval, but may be assigned without Your consent by Us to: (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment which is in fact in violation of the terms of this paragraph 22, shall be void. Any actual or proposed change in control of You that results or would result in a direct competitor of Ours directly or indirectly owning or controlling 50% or more of You, shall entitle Us to terminate this Agreement for cause, immediately, without notice.

 23. General

No text or information included or contained on any other document (other than an Order Form or any written notifications sent by Us to You or posted on the Service or Our website) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is valid, legal and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. No joint venture, partnership, employment, or agency relationship exists between You and Us as a result of this Agreement or use of the Service.

Any failure by Us to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Us in writing. This Agreement, as maybe amended from time to time by Us, together with any applicable Order Form(s), comprises the entire Agreement between You and Us and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.  The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

24. Definitions
As used in this Agreement and in any current or future Order Forms:

“Account Administrator(s)” means those Users designated by You who are authorised to (i) manage and administer Licences and the Service for You, as well as; (ii) create additional Licences at any time during the contract using the Service, and which (for the avoidance of doubt) will incur additional User Licence Fees which shall be applicable for the remainder of the term of the contract;

“Agreement” means this agreement containing the terms and conditions of use, together with any Order Forms, and any materials available on the my.chalkstring.com or www.chalkstring.com websites, all of which may be updated by Us from time to time in Our sole and absolute discretion;

“Chalkstring Limited” means Chalkstring Limited, a private limited company registered in England and Wales under company number: 10855397 with its registered office address at: 14 Oakwood Avenue, Otterbourne, Winchester, Hampshire, SO21 2ED, United Kingdom;

“Chalkstring Technology” means all of Chalkstring’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Chalkstring in providing the Service or which is ancillary thereto;

“Content” means the audio and visual information, documents, software, products and services contained or made available to You in the course of using the Service;

“Customer Data” means any data, information or material provided or submitted by You to Us in the course of using the Service;

“Effective Date” means the date the initial Order Form is signed and therefore the start of the Initial Term;

 “Initial Term” means the initial contract term of commitment, beginning on the Effective Date and continuing for a period of no less than twelve (12) calendar months, during which time a specified number of Users are licenced to use the Service pursuant to the terms of this Agreement and any Order Form(s);

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“Licence” means the non-exclusive use of the Service as detailed in paragraph 6 for such duration and for such fee as set out in the Order Form(s);

“Licence Fee(s)” means the total cost of the User Licence Fee as set out on the Order Form multiplied by the number of Licences also set out therein, and which is due and payable on the 1st day of each calendar month for the entire contract term (being either the Initial Term or any subsequent Licence Term);

“Licence Term(s)” means any period(s) of commitment subsequent to the Initial Term, during which time a specified number of Users are licenced to use the Service pursuant to the terms of: (i) this Agreement, (ii) any Initial Term and (iii) any Order Form(s);

“Order Form(s)” means the written form detailing the Effective Date, the Initial Term and subscription for the Service and any subsequent Order Forms, specifying, among other things: the number of Licences and other services contracted for, the applicable fees, the billing period, and other charges as agreed to, between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

“Service(s)” means access to the my.chalkstring.com Service or any other services identified on the Order Form or as confirmed in writing between the parties and which has been/is developed, operated, and maintained by Chalkstring Limited, accessible via my.chalkstring.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Chalkstring Limited, to which you are being granted access under this Agreement, including the Chalkstring Technology and the Content;

“User(s)” means Your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by You (or by Us at Your request);

“User Licence Fee” means the amount detailed on the Order Form payable for each Licence.