Terms of Service


LEGAL INFORMATION:

Be sure to read carefully the following Centili Terms of service ("Terms") as they set out your rights and obligations when you register for, or use of the Centili services.



By registering for, or using the Centili sevices ("Centili service") you agree that you have read the Terms and that you fully understand and are bound by these terms, regardless of how you registered for or use the services.


Without limiting the above, Centili may in its sole discertion ask you to accept any or all of the terms when you first register for, or start using the Centili service.


If you do not want to be bound by the terms, you must not register for, or use Centili service.


If you concluded a written contract with us, you will also be bound by these Terms. However, to the extent that there is a conflict between the written contract and these Terms, the written contract will prevail.


1. Parties


1.1. This license agreement ("Agreement") is between You ("You") and Centili Limited, whose registered office is at 86 Jermyn Street, 5th Floor, London SW1 Y6AW, United Kingdom ("Centili").


2. Glossary


2.1. In this Agreement:


"Content" means music, games, graphics, video, text, images, information, text, data, graphics, software and audio and/ or visual or other similar material in whatever form which is offered by You to the End-User;


"Content Revenue" means the revenue of the Parties as per agreed percentages which are defined in Your on-line profile at www.centili.com after You have registered and logged in at the mentioned web site;


"Data Protection Directive" means the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, or any other relevant law and / or regulation applicable in the territory of the execution of this Agreement;


"End-User" means the Network Operator's subscriber who purchases the Content from the You by means of Transactions in accordance with this Terms;


"Intellectual Property Rights" means all copyright (including but not limited to rights in computer software), patents, trademarks, trade names, trade secrets, registered and unregistered design rights, database rights and topography rights, all rights to bring an action for passing off, any other similar form of intellectual property or proprietary rights, statutory or otherwise, whether registrable or not and shall include applications for any of them, all rights to apply for protection in respect of any of the above rights and all other forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;


"Centili data" means data, which is provided or generated in the course of Centili 's provision of Centili services;


"Centili Rights" means all Intellectual Property Rights owned by or licensed to Centili prior to or after the Commencement Date, including but not limited to those Intellectual Property Rights involved in any aspect of Centili services, the Centili Platform or any device, software or data used in connection therewith, including without limitation the Centili Data;


"Centili service" means the service rendered by Centili to You through the use of its proprietary Centili Platform for the processing of the Transactions and the collection of monies due to You;


"Centili Platform" shall mean Centili 's proprietary platform used for processing Transactions and for the collection of monies due to You from the End-Users in respect of the Transaction in accordance of this Terms, comprised of the connection and interfacing capabilities;


"Network Operator" shall mean any firm operating a GSM-based mobile telephony network, offering mobile telephony services to its subscriber base.


"Network Operator Change" means any change in the services, prices, conditions or terms for services provided to Centili by a Network Operator;


"Protocol Specification" means the protocols to be used by You in order to access Centili services, as You shall be notified by Centili from time to time;


"Service Interface" means the method to be used by You to connect to the Centili Platform;


"Service Schedule" shall mean the schedule(s) attached to this Terms from time to time by mutual agreement of the Parties that (i) describes the Services; (ii) details fees and charges for the Services and administration costs related thereto, and (iii) any other terms and conditions or Addendum relevant to matters contemplated by this Agreement


"Service Specifications" means Centili documentation detailing the features of Centili services;


"Taxes" means any federal, state, local or foreign government tax, fee, duty, surcharge, or other tax-like charge that is required or permitted by applicable law to be collected from You by Centili;


"Third Party" means any and all persons or entities not a Party to this Terms;


"Third Party Provider" means any Third Party that has entered into an agreement with You to provide any or all of the Your Services.


"Trading Limits" means the maximum amount per Transaction which may be billed by means of the Centili service, which is based on the Network Operator's policy or statutory or technical requirements as notified by the relevant Network Operators;


"Transaction" means each individual purchase of the Contents by the End-Users;


"Your Services" means the service(s) operated by You for distributing or sending the Content to End-users;


"Website" means the website at www.centili.com


3. Binding agreement


3.1 You understand and agree that by using the Centili services, you are bound by these Terms.


3.2. Centili is permitted to make changes to this Terms by notifying You in advance via the contact details You have provided on the Website. Continuing to use the Centili Service indicates that you fully accept the changes to the Terms.


4. Grant of license


4.1. Subject to the provisions of this Terms, Centili grants You a limited, non-exclusive and non-transferable licence to use the Service and the Website.


4.2. Centili may at any time and at its sole discretion limit, deny, create different priorities for different users, update or cancel some or all of the functionality of the Service without prior notice.


4.3. You may provide Your Service using the Centili service. You are solely responsible for the contents of Your Services, and adherence to the provisions of this Terms and other terms and conditions provided on the Website.


4.4. Centili reserves the right to investigate, at its own discretion, any activity that may violate this Terms.


4.5. You shall ensure that no false or misleading information, viruses or any other harmful, damaging or destructive programs, or any content which infringes or may infringe any third party intellectual rights are distributed with Your Service using the Centili service, related websites or other promotional materials.


5. Content Revenue and financial provisions


5.1. The Charges due to Centili in respect of the Centili services are the Centili portion of the Content Revenue which is defined in Your on-line profile at www.centili.com after You have registered and logged in at the mentioned web site. The Charges are exclusive of any applicable VAT or equivalent charges.


5.2. The invoice and/or statement, set forth in Section 5.1 of this Terms, which will be paid by You shall include the following amounts:


5.2.1. The transaction costs related to any payout of Your portion of the Content shall be borne by You. This includes, without limitation, the fees and charges levied by the banks or any other financial institutions, including any correspondent banks. You acknowledge that amount of 8,00 (eight) EUR levied on payout is therefore borne by You for each payout for transactions outside the European Union and 1,00 (one) EUR for each transaction within the European Union;


5.2.2. Any applicable Taxes, which shall be paid in addition at the rate and in the manner required by law.


5.3. In the event that Due Charges have not been paid by You, then Centili shall be entitled to suspend (i.e. stop) the provision of Centili services until further full due payment has been made by You.


5.4. In the event that any payment due under this Agreement is not paid on the due date for payment then Centili shall be entitled to charge a late payment charge of 1 % monthly or 12% annually from the date due until such amount is paid. The Parties agree to the dispute resolution procedures as set forth below:


5.4.1. Small Dispute. If the dispute is within seven per cent (7%) of the total underpayment, the Parties agree to forgive the difference in dispute and You shall pay the amount as invoiced.


5.4.2. Payment and Resolution upon Dispute Notification. In the event that a dispute notification is given in compliance with this Terms, You shall pay the non-disputed portion of the invoice on due date. The Parties will exercise reasonable efforts to resolve the dispute within thirty (30) days from date of the dispute notification ("disputed amounts").


5.5. All financial reports, statements, invoices, charges and payments made under this Agreement shall be in Euros.


5.6. Centili shall be entitled to make any deduction or withholding required by law from any payment payable under this Terms and in the event that a withholding tax or deduction is payable by Centili, Centili shall pay any revenue payable net of the applicable withholding and deductions required by law to You.


5.7. In respect of Clause 5.6, Centili shall supply evidence to Your reasonable satisfaction that Centili has accounted to the relevant authority for the sum withheld or deducted and shall provide all such assistance as may be reasonably requested by You in recovering the amount of the withholding.


5.8. In the event that a double taxation treaty applies which provides for a reduced withholding tax rate, Centili shall only withhold and pay the reduced tax on Your behalf and for Your account if an appropriate exemption certificate is issued by the competent tax authority and provided by You to Centili.


5.9. If Centili, in good faith, makes a payment as applicable without set-off, counterclaim, or required withholding or deduction and a subsequent audit identifies that a withholding or deduction should have been made from such payment, You shall be liable to pay this withholding or deduction to the relevant authority or (if Centili makes the payment to the relevant authority) to Centili. In addition, in the event that an audit identifies that the withholding or deduction has not been made due to Your fault as applicable, the You shall also pay any interest and penalties due thereon and shall indemnify Centili in respect of any such residual liability. Either party shall take reasonable actions in order to mitigate penalties, where possible according to the local legislation.


5.10. You warrant and undertake to inform Centili about its tax residency and shall be deemed to remain tax resident in the same territory unless it notifies Centili of a change of tax residency on thirty (30) days prior written notice. You shall on demand provide any documentation required by Centili evidencing its tax residency in such territory.


5.11. In the event that Centili is not reasonably informed of a change in Your tax residence, You shall indemnify Centili against any costs (including but not limited to withholding tax and any accrued interest and penalties) incurred by Centili due to such failure to inform.


5.12. If VAT is chargeable by the Centili in respect of any amount payable hereunder, Centili shall provide to You with an invoice that specifically states such VAT and (if a relief procedure is available) meets all further conditions required by applicable law which are necessary to allow You to obtain relief from such VAT. You shall, upon receipt of such invoice, pay to Centili such VAT at the rate then properly chargeable in respect of the relevant payment.


5.13. You agree to provide its VAT registration number and such other further information as Centili may reasonably request in relation to any supply hereunder.


5.14. Subject to the clauses of this Terms, Centili agrees to transfer the Your portion of the Content Revenue of each completed Transaction to You.


5.15. Centili reserves the right to unilaterally change any Content Revenue at any time. Centili will inform You about such change by notifying You in advance via the contact details You have provided on the Website. If You do not agree with the change, You may terminate the Centili services. Continuing to use the Centili service after the changes have become effective indicates that you fully accept the changes to the Content Revenue.


5.16. Centili will not be obliged to make any payments to You before Centili has received the corresponding invoicing data and payment from the relevant Network Operator(s).


5.17. In the event that Centili does not receive a payment in respect of any Transaction or only receives a partial payment in respect of any Transaction, whether due to (i) an error or fault in the Centili service (whether or not caused by Centili); (ii) any act or omission by a Network Operator; (iii) any act or omission by an End user; or (iv) any other cause, Centili shall not be liable to pay Your portion of the Content Revenue of that Transaction to You.


5.18. You are aware that Network Operators disclaim their payment liability for Transactions where the Network Operator has failed to collect payment from the End users. In such event Centili has no payment obligation towards You.


5.19. In the event that any Network Operator makes any set-off or retains any payment payable to Centili as the result of any Transaction which is challenged by an End user after the date of payment, whether due to fraud or otherwise (a "Challenged Transaction"), Centili shall in turn be entitled to set-off or retain Your portion of the Content Revenue of any such Challenged Transaction from any subsequent payment to You.


6. Payment Terms


6.1. Centili shall transfer Your portion of the Content Revenue pursuant to clause 5. as soon as practicable following receipt of Your portion of the Content Revenue by Centili from the relevant Network Operator.


Should Your portion of the Content Revenue, for the particular settlement period, be lower than the Minimum Payout, CENTILI shall accumulate this amount until it reaches the Minimum Payout. Once reached the Minimum Payout it will trigger the obligation on CENTILI to pay Your portion of the Content Revenue. The CLIENT hereby acknowledges that constraints of this Clause are imposed on CENTILI by Network Operators on which CENTILI is dependent for the collection of the monies from the End Users


6.2. Centili will use commercially reasonable efforts to enforce the payment obligations of each Network Operator that is party to any Transaction. You acknowledge that the standard payment terms by the Network Operators to Centili is between 30 to 60 days, but may be longer. Centili makes no warranty or representation regarding the timing of any payment by a Network Operator.


6.2.1. It is hereby agreed that CENTILI shall execute the payment of Your portion of the Content Revenue, when Your portion of the Content Revenue is equivalent to, or higher than the amount of 500,00 (five hundred) EUR (the "Minimum Payout").


6.3. Centili reserves the right to withhold payment or charge back Your account due to any breach of this Terms by You, pending Centili's reasonable investigation of the breach. In the event that in Centili 's opinion the clauses of this Terms are breached, and as a consequence Centili has been charged by mobile operators or refunded payments to end users, Centili is entitled to invoice You for such refunds, charges and all costs incurred by Centili.


6.4. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account with Centili.


6.5. If You wish to dispute any payment, You should do so within 30 days of the date of receipt of such payment. Failure to do so in this period shall be deemed as You have accepted the correctness of the payment.


6.6. Payments shall be calculated solely based on the Centili Platform data and records maintained by Centili (including without limitation confirmation of payment by Network Operators to Centili in respect of any Transaction). No other measurements or statistics of any kind shall be accepted by Centili or have any effect under this Terms.


7. Warranties


7.1. Centili provides the Centili service to You on an "AS IS" basis, subject to the clauses and conditions of this Terms. Centili makes no guarantee regarding the performance of Centili's systems, Network Operators' billing systems, or the amount of any payment to be made to You under this Terms.


7.2. You represent, warrant and undertake that:


7.2.1. You have the adequate legal capacity to enter into this Agreement;


7.2.2. if You are acting on behalf of a body corporate, that You are duly authorised to enter this Terms on behalf of that body corporate


7.2.3. If You are an individual, You are at least 18 years old;


7.2.4. You will use the Centili service only for lawful purposes and in accordance to this Terms and the instructions provided on the Website; and


7.2.5. You will ensure that all aspects of Your Service and each Transaction shall comply with all laws, regulations and guidelines applicable in any territory in which any End user initiates such Transactions.


7.2.6. You are soley responsible for the stipulation, the Content and all other required aspects of Your agreements with the End – Users related to the Content and the Transactions. You hereby warrant Centili that all such agreements with the End – Users, in all their aspect, fully comply with all laws, regulations and other requirements of all the jurisdiction of the End – User's residence and /or domicile. You also warrant Centili that all Trading Limits shall be respected.


8. Limitation of use of Centili services


8.1. Unless otherwise expressly consented to in writing by Centili (which consent may be withheld or withdrawn by Centili at its sole discretion), You agree that you shall not use the Centili service to procure payment for any content or services related in any way to:


8.1.1. Gambling or similar services; or


8.1.2. Adult content (including without limitation explicit language, nudity, or other content as deemed inappropriate for under 18's by the laws of England and Wales).


8.2. Unless otherwise expressly consented to in writing by Centili (which consent may be withheld or withdrawn by Centili at its sole discretion), You warrant, represent and undertake that your website does not:


8.2.1. Provide services relating to gambling or similar services; or


8.2.2. Contain or provide any adult content or services (including without limitation explicit language, nudity, or other content as deemed inappropriate for under 18's by the laws of England and Wales).


8.3. You shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:


8.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;


8.3.2. facilitates illegal activity;


8.3.3. promotes unlawful violence;


8.3.4. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or


8.3.5. causes damage or injury to any person or property;


and Centili reserves the right, without liability to You, to disable Your access to any material that breaches the provisions of this clause.


8.4. You shall not:


8.4.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:


(i) and except to the extent expressly permitted under this Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Centili software related to the Centili service in any form or media or by any means; or


(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Centili software related to the Centili service; or


(iii) access all or any part of the Centili service in order to build a product or service which competes with the Centili service.


9. End User data and Data Protection


9.1. You shall comply with all applicable data protection laws in respect of any Processing of Personal Data conducted by them pursuant to this Terms.


9.2. You agree that where Centili provides to You any Personal Data of the End - Users, that You shall:


9.2.1. use such data solely as necessary for the purposes of supplying Your Service, provided that such Content have been requested and/or resolving Customer support queries related to Your Services, and for no other purpose. Any use of Centili Service to obtain the Personal Data of an End - User without that End-User's consent will be considered a material breach of this Terms;


9.2.2. retain such data for only so long as is strictly necessary for such purposes and, in any event, in compliance with applicable data protection and telecommunications laws;


9.2.3. without limiting the foregoing, not use such data for the purposes of You profiling and/or marketing whether from that information itself or by associating such data with any subsequent data provided by Centili;


9.2.4. comply with Centili reasonable data protection and security requirements and policies (Centili may, upon reasonable notice to You, audit the Your compliance with such requirements and policies), including the manner in which the End-User's approval is obtained for Your use or other related End – User's Personal Data.


10. Centili Rights


10.1. Ownership of all Centili Rights shall vest in and remain with Centili. Subject to clause 10.2, Centili does not by this Terms grant You any right, title, license or interest in or to any Centili Rights, including any software or documentation, or in any related patents, copyrights, trade secrets or other proprietary intellectual property. You shall acquire no rights of any kind in or to any Centili trademark, service mark, trade name, logo or product or service designation under which Centili products or services were or are marketed (whether or not registered) and shall not use same for any reason except as expressly authorized in writing by Centili prior to such use, but in no event for a period longer than the Term.


10.2. Notwithstanding the foregoing, Centili shall license to You for the Term only such use of Centili Rights as is directly and unavoidably required by You to use the Centili services (including any documentation or software which Centili makes available to You for the use pursuant to this Terms) for the Term.


10.3. Any license granted under this clause 10 shall be non-transferable, non-sub licensable, nonexclusive and royalty free and shall be limited to the Term in respect of the Centili services and shall be granted only for the purpose of fulfilling the respective Party's rights and obligations under this Terms.


10.4. Neither Party shall reverse engineer, decompile or disassemble any software comprised in the other Party's Intellectual Property Rights.


11. Compliance with laws


11.1. You are solely responsible for any legal liability arising out of or relating to the Content and Your Services (whether transmitted on its own or on any Third Party's behalf). If Centili is notified or otherwise becomes aware of Content which violates the requirements of of this Terms, Centili may (but shall not be required to), in its sole discretion immediately suspend the Centili services, and/or terminate this Terms. Centili shall not be liable for any damages incurred by You because of any such action.


11.2. You shall be responsible for ensuring that all licences, permits, and approvals which are necessary or advisable for the provision of Your Services and each Transaction and that in compliance with the Applicable Law are obtained and maintained during the term of this Agreement


11.3. In any marketing of Your Service, You are responsible for giving all the information specified and/or required by any Applicable Law, including price references with the retail price that the End users will have to pay for using Your Service.


11.4. Centili is not responsible for any matter or thing related to Your Services.


12. Termination


12.1. Either Party may terminate this Terms with or without cause at any time by sending written notice to the other party. 12.2. Centili may investigate any activity that may violate this Agreement. Centili may at any time, in its sole discretion, terminate the Centili service or terminate this Terms for any reason.


12.3. Centili reserves the right to terminate Your account, at any time, in case of termination of the Centili service or of termination of this Terms.


12.4. This Terms shall not be considered breached if Centili temporarily restricts or suspends some of its activities or fails to fulfil some of its obligations owing to an event of force major such as emergency, natural disaster, military conflict, epidemic, etc. for the duration of the effects of such force major. Centili shall take steps that might be rightfully requested from it in order to minimize the consequences of the force major.


13. Limitation on liability


13.1. You, at your own expense, will indemnify, defend, and hold harmless Centili, its Affiliates, and their respective employees, officers, directors, representatives and agents from and against all losses, damages, liabilities, settlements, costs and expenses (including attorneys' and professionals' fees and other legal expenses) arising out of or related to any claim, demand, suit, action, or proceeding initiated by a Third Party arising out of or relating to: (a) any breach by You of this Terms, (b) any of Your Services, Content or other materials or services provided by You or your Third Party Providers under this Terms, or (c) an allegation that the services or Content provided by You to your customers violates any local, state, federal or foreign law, rule or regulation Centili will provide to You with a written notice of Your Covered Claim and permit CLIENT to control the defence, settlement, adjustment or compromise of Your Covered Claim.


13.2. Notwithstanding the foregoing, Centili will have the right – in its sole discretion - to employ separate counsel and participate in the defence of any Your Covered Claim, and You shall indemnify all reasonable costs incurred to Centili in such defence (such as reasonable attorney and third party fees and, to the extent permitted by law, fines and penalties etc.).


13.3. In no event shall Centili be liable to You under this Terms for any consequential, special, indirect, exemplary, or punitive damages, including indirect losses such as loss of earnings, financial or commercial loss, or loss of brand image whether arising in an action of contract, tort or other legal theory even if Centili have been advised of the possibility of such damages, Centili's total liability, in aggregate, under this Agreement for any claim is limited to the net amount paid by Centili to You during the 6 (six) month period immediately preceding the date of the claim.


14. Trademarks


14.1. You agree that Centili may use Your name and logo in presentations, marketing materials and customer lists.


14.2. Subject to the terms of this Terms, Centili grants You a non-exclusive, royalty-free license to use the Centili Trademark for the limited purposes of marketing, promoting and making available the Payment Services in accordance with the terms of this Agreement.


14.3. The Parties agree and acknowledge that, all rights in, title to and ownership of the Centili Trademarks shall remain with Centili and any and all goodwill shall vest in Centili.


14.4. Except as expressly provided by this clause 13 or permitted by Applicable Law: -


14.4.1. neither Party shall use the names, trademarks, service marks, designs or logos, nor any adaptation, translation or variation thereof, of the other Party in any manner whatsoever without the prior written consent of the other Party in each instance; and


14.4.2. no right, title or interest in and to any copyright, names, trademarks, service marks, designs or logos of either Party is conveyed or intended to be conveyed by this Terms.


15. Retention of information


15.1. Centili may retain and use all information You provide, including but not limited to service usage details, contact and billing information. You agree that Centili may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your usage of the Service. Centili may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Centili disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Centili may share non-personally-identifiable information about You, including service details, usage statistics and similar information collected by Centili, with advertisers, business partners, sponsors, and other third parties.


15.2. Any End user information is owned by respective Network Operator, and You can only use this information for providing Your Services. In case You abuse this rule and Network Operator judges so, the penalties in force at the time will be charged to You and You undertake to pay any such penalties. This clause will remain in force after the termination of this Terms.


16. Force majeure


16.1. Either Party's performance of any part of this Terms shall be excused to the extent that it is hindered, delayed or otherwise made impractical by the acts or omissions of the other Party or any Network Operator, flood, fire, earthquake, strike, stoppage of work, or riot, failure or diminishment of power or of telecommunications or data networks or services not under the control of a Party, governmental or military acts or orders or restrictions, terrorist attack; or any other cause (whether similar or dissimilar to those listed) beyond the reasonable control of that Party and not caused by the negligence of the nonperforming Party (collectively referred to as "Force Majeure" below).


16.2. If any Force Majeure condition(s) occur(s), the nonperforming Party shall make reasonable efforts to notify the other Party of the nature of any such condition and the extent of the delay, and shall make reasonable, good faith efforts to resume performance as soon as possible.


17. Entire Agreement


17.1. This Terms constitutes the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof. This Terms supersede all prior and contemporaneous agreements, representations and understandings between the Parties regarding the subject matter hereof.


18. Waivers


18.1. No waiver of any provision of this Agreement by either Party shall be effective unless made in writing. The waiver of either Party of any default or breach of this Agreement shall not constitute a waiver or any other or subsequent default or breach.


19. Invalidity


19.1. In the event any provision of this Terms is held to be invalid or unenforceable, the remaining provisions of this Terms will remain in full force. Further, if any provision of this Terms, for any reason, is determined by a court of competent jurisdiction to be excessively broad or unreasonable as to scope or subject, such provision shall be enforced to the extent necessary to be reasonable under the circumstances and consistent with applicable law while reflecting as closely as possible the intent of the Parties as expressed in this Terms.


20. Relationship of the parties


20.1. The relationship of the Parties established by this Terms is that of independent contractors, and this Terms does not create an agency, employment, partnership or joint venture relationship between the Parties. Each Party acknowledges and agrees that the business relationship and activities contemplated by this Terms are nonexclusive and that nothing in this Agreement prohibits either Party from participating with Third Parties in similar business arrangements as those described herein.


21. Confidentiality


21.1. Each Party may make available or otherwise disclose to the other Party during the negotiation or performance of this Terms certain business information, including information that is proprietary to a Third Party. Except as otherwise stated herein, all such information shall be considered the confidential and proprietary information of the Party disclosing such information ("Disclosing Party") if, when disclosed in writing or orally, it is clearly identified as confidential or proprietary ("Proprietary Information"). For the purposes of this Agreement, "Receiving Party" shall mean the Party and its employees, advisors and Affiliates to whom Proprietary Information is disclosed.


21.2. Proprietary Information shall not include:


21.2.1. Information that was independently developed by the Receiving Party without reference to or knowledge of the Disclosing Party's Proprietary Information;


21.2.2. Information that was known to the Receiving Party prior to disclosure by the Disclosing Party and that is free from any obligation to keep it confidential;


21.2.3. Information that is within the public domain through no action on the part of the Receiving Party;


21.2.3. Information that was received from a Third Party who was under no obligation to keep such information confidential.


21.3. Neither Party shall disclose the Proprietary Information of the other Party, except to its directors, officers, employees, consultants and attorneys, or except to those employees of its Affiliates who have a need to know such Proprietary Information for negotiation or performance of this Agreement and who have agreed to maintain the confidentiality of such Proprietary Information as provided herein.


21.4. If a demand under legal or regulatory authority of competent jurisdiction or a requirement of law for the discovery or disclosure of Proprietary Information is made known to the Receiving Party, the Receiving Party shall give the Disclosing Party notice of the demand or requirement prior to disclosing the Proprietary Information and shall, upon the request and at the expense of the Disclosing Party, obtain or cooperate in any efforts by the Disclosing Party to seek reasonable arrangements to protect the confidential and proprietary nature of such Proprietary Information.


21.5. The obligations described in this clause shall survive the termination of this Terms for a period of 5 (five) years.


21.6. Both Parties agree that a breach of any of the obligations set forth in this clause 21. would irreparably damage and create undue hardships for the other Party. Therefore, the non-breaching Party shall be entitled to immediate court ordered injunctive relief to stop any apparent breach of this clause 21., such remedy being in addition to any other remedies available to such non-breaching Party.


22. Governing law


22.1. This Terms shall be governed by and construed in accordance with the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the courts of the United Kingdom for the purpose of enforcing any claim arising hereunder.