LNRD SUBSCRIPTION AGREEMENT

 

This LNRD subscription agreement applies to, and governs any written and/or electronic order form issued by LNRD and agreed to by Customer by clicking and/or execution, as applicable, for the provision of the applicable license and services granted under such ordering document (the "Order Form"). This Agreement is hereby incorporated by reference into, and made a part of, such Order Form. This Agreement and the Order Form are collectively referred to as this "Agreement". To the extent of any conflict or inconsistency between a provision in this Agreement and a provision in the Order Form or in the Privacy Policy (as defined below), this Agreement shall prevail, unless the Order Form or Privacy Policy specifically state otherwise.

This Agreement constitutes a binding agreement between LNRD Ltd., (or the any other LNRD subsidiary or affiliate entity specified in the Order Form, if applicable) (“LNRD”) and the customer specified in the Order Form ("Customer").

LNRD services will permit Customer to use LNRD’s human resource platform to examine employment Candidates through the Customer’s Mini-Site (as such term defined herein) and Documentation (as defined herein) (“Platform”). “Mini Site” means a website developed by LNRD based on LNRD technology and know-how that will help Customer examine potential candidates for certain jobs at Customer (“Job”). “Test(s)” refers to all tests, assessments, information and materials accessible and available to Customer through the Platform. “Candidate” means a person who accesses the Mini Site to take the Test. Customer may only use the Platform in accordance with the this Agreement, subject to the use limitations indicated in the order form (“Order Form”) and applicable laws.

1. Subscription to Platform

1.1. Subject to Customer’s compliance with the terms and conditions of this Agreement, LNRD grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to access and use the Platform for Customer’s internal business purposes in accordance with the payments of the Fees solely during the Term; provided that Customer can use the Test results only in connection with its own hiring and staffing processes, and not for resale or redistribution to, or use on behalf of, any third party, without LNRD’s express written permission.

1.2. For the avoidance of doubt, the Platform and Customer’s Mini-Site (including any component thereof) are only licensed hereunder, and no title in or to the Platform or Customer’s Mini-Site passes to Customer. Any rights not expressly granted herein are hereby reserved by LNRD and its licensors, and Customer is granted no other right or license to the Platform or Customer’s Mini-Site, whether by implied license, estoppel, exhaustion, operation of law, or otherwise.

1.3. Customer rights do not include the right to reproduce, distribute, or disclose to third parties any Tests. Customer acknowledges and agrees: (a) that the Tests (including all tests available through the Platform) are protected by copyright and other laws and are Company and its licensors' trade secrets and Confidential Information (as defined below in Section 11); and (b) that unauthorized distribution, disclosure, or other use would reduce or destroy their validity, usefulness, and value and would cause LNRD and its licensors substantial and irreparable harm, including without limitation potential harm to its reputation.

2. License Restrictions

2.1. Customer will not, nor will it authorize or assist others (and shall ensure that its Named User, as defined below, shall not) to: (a) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce limitations on use of the Platform; (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Platform or otherwise discern the source code of the Platform except and solely to the extent permitted under applicable law notwithstanding this restriction; (c) use the Platform on a service bureau or time sharing basis or to provide services to third parties not in accordance with this Agreement; (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Platform or any of Customer’s rights therein; (e) violate or abuse password protections governing access to the Platform; (f) interfere or attempt to interfere with the integrity or proper working of the Platform; or (g) use the Platform in any unlawful manner or in breach of this Agreement; (g) use LNRD’s name, logo or trademarks without prior written consent; (h) use the Platform in order to conduct any comparisons, competitive analysis, human resource recruiting, employees assessment, aimed identified employees recruiting, or other activities, either alone or in connection with any other platform, software or hardware without the prior written consent of the LNRD; and/or (i) use the Platform other than as permitted herein.

2.2. Customer hereby acknowledges that the Platform may include certain open source code software and materials (as shall be listed in the documentation of the Platform) (“Open Source Software”) that are subject to their respective open source licenses (“Open Source Licenses”). Such Open Source Licenses contain list of conditions with respect to warranty, copyright policy and other provisions which are available at https://www.lnrd.io/dependencies/, as may be amended from time to time by LNRD.

3. Proprietary Rights

3.1. Intellectual Property Rights. Customer expressly acknowledges that as between Customer and LNRD, LNRD solely and exclusively owns any and all worldwide right, title and interest in and to the Platform and Customer’s Mini-Site, all data (including the Candidate Data), Test, Test content, software, and explanatory materials on, or accessed through, including all worldwide intellectual property rights therein, and including any modifications to the Platform developed by LNRD in the course of providing the Platform and the Mini-Site to Customer and/or any content displayed therein that is not directly related to the Customer. Customer will not delete, remove, obscure or in any manner alter the copyright, trademark, and other LNRD’s or any other third parties’ intellectual proprietary rights notices appearing on or in the Platform, the Mini-Site or any component thereof. Customer expressly acknowledges that the Platform may include third party components, which shall be used by Customer solely in conjunction with the Platform, and shall not be used for any other purpose without the prior written consent of LNRD.

3.2. Improvements. If Customer contacts LNRD with any suggestions or feedback data regarding the Platform and/or Customer’s Mini-Site, which may include suggestions for, or feedback concerning, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions (collectively, “Feedback”), such Feedback shall be deemed to be the sole property of LNRD and Customer hereby irrevocably transfers and assigns to LNRD all intellectual property rights in such Feedback and waives any and all moral rights that Customer may have in respect thereto.

3.3. Data Specifically Requested by Customer. Customer shall own the Data Specifically Requested by Customer from Candidates. Customer shall be fully and solely responsible for the means of collection, legality, accuracy and compliance of such Data Specifically Requested by Customer, including, without limitation to comply with applicable privacy and security laws. “DataSpecifically Requested by Customer” means (a) any information and/or data (including personal data) specifically requested by Customer to the Candidate via LNRD services as additional and/or extra information required to the Candidate at the moment of applying to the open position; provided that such information does not contain the Test, Candidate Data and/or any LNRD Intellectual Property Right (such as, a portfolio or videos); and (b) any other information and/or (including personal data) imputed and/or added by Customer to the Mini Site, such as, the description of the Customer’s open positions and Customer benefits for the Candidates.

3.4. LNRD may use the Candidate Data to: (a) provide the services to Customer; and (b) offer and provide additional LNRD services directly to the Candidates, including, without limitation, test preparation, career services, and other job-related services. For the avoidance of doubt, LNRD may suggest the Candidates different job opportunities; provided that Customer has declined such Candidate for the position for which the candidate registered. “Candidate Data” means any data and information (including, personal information) inputted and/or collected through the Platform and/or the Mini Site in connection with the applicable Job, including, without limitation, information relating to candidates CV, job assessment, skillset and Tests.

3.5. Customer acknowledges that the Platform does not operate as an archive or file storage service. Customer is solely responsible for the backup of Customer Data and Customer alone can implement back up plans and safeguards appropriate for its requirements.

4. Login Details.

4.1. Login and Named User. In order to access and use the Platform the Named User (as defined herein) will be required to login user name and password (“LoginDetails”). Customer and the Named User must not allow anyone other than the respective Named User to access and use the Named User’s Login Details. Customer acknowledges and agrees: (i) to keep, and ensure that Named User keep, all Login Details secure at all times; (ii) that it remains solely responsible and liable for the activity that occurs on or in connection with the use of Login Details; (iii) that the Login Details for each Named User may only be used by that Named User, and that multiple people may not share the same Login Details; and (iv) to promptly notify LNRD in writing if Customer becomes aware of any unauthorized access or use of Login Details or the Platform. For the purposes of this Agreement, “Named User” means the respective authorized user that Customer designated in writing to access and use the Platform.

4.2. Customer Undertakings. Subject to prior written notification to LNRD, each Named User license may be reassigned from time to time to new Named Users who are replacing former Named User who have terminated employment or otherwise changed job status and no longer needs to use the Platform under this Agreement. Each new Named User will be required to immediately change the former Named User’s Login Details and will be subject to the same restriction as the former Named User.

5. Privacy.

5.1. LNRD’s privacy policy is available here: www.lnrd.io/datapolicy/. Each party shall comply with its obligations under applicable privacy law.

6.  Pricing and Payment

6.1. Fees. Customer shall pay the applicable fees specified in the Order Form. Except as explicitly stated in this Agreement or the Order Form, Customer shall not be entitled to any refund of any kind.

6.2. Payment Terms. All fees shall be due and payable against an appropriate invoice in accordance with the rates and additional payment terms as may set forth in the Order Form, and Customer shall effect payment of all fees by wire transfer. If Customer does not pay by the due date, the overdue amount shall be subject to a late fee equal to the lesser of (a) 1.5% of the outstanding fee per month or, (b) the maximum amount allowed by applicable law. LNRD may, in addition or instead of such late fees, also stop providing the services through the Platform and the Mini-Site until the whole amount is paid and require guarantee at its discretion as a condition for continuing the provision of the services.

6.3. Taxes. All amounts payable hereunder shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and Customer is responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement and the fees set forth in Annex A are the net amounts which LNRD shall be paid by Customer hereunder. Customer agrees to hold harmless LNRD from all claims and liability arising from Customer’s failure to report or pay such taxes, duties or other governmental charges.

7. Support and Professional Services

7.1. Support Services. In addition to the abovementioned licenses, Company may provide additional services, as detailed in the Order Form. Support and maintenance services are provided according to our Service Level Agreement available at www.lnrd.io/SLA/ (as may be amended by LNRD from time to time) (“SLA”).

7.2. Professional Services. The Fees include any configuration, integration, customization or other special or professional services (“Professional Services”). If Customer desires any Professional Services with respect to the Platform and/or Mini-Site, such services shall not be subject to additional payment by Customer.

8. Limited Warranties; Disclaimer of Warranties

8.1. Representations. Each Party warrants that: (a) It has the power and authority, and has taken all corporate action required, to enter into and fully perform this Agreement, and its entry into and performance of this Agreement do not and will not violate any agreement to which it is bound; and (b) it will comply with all applicable laws, rules, regulations, and ordinances in its performance of this Agreement.

8.2. LNRD’s Representations. LNRD further warrants that the Platform and/or Mini-Site will perform materially in accordance with the applicable documentation as expressly identified by LNRD or otherwise provided directly by LNRD to Customer for such purposes (the “Documentation”). In case of failure to the above warranty, Customer will immediately notify LNRD of such failure, and LNRD will repair or the non-conforming, or if we cannot do so after using commercially reasonable efforts, LNRD, as Customer’s sole remedy, will refund the amounts paid for the transaction that failed due to such non-conforming Platform and terminate this Agreement.

8.3. NO FURTHER REPRESENTATIONS. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.1 AND 9.2 ABOVE, THE PLATFORM, CUSTOMER MINI-SITE AND THE SERVICES PROVIDED BY THE USE OF THE PLATFORM AND/OR THE MINI-SITE AND THE CANDIDATE DATA ARE PROVIDED BY LNRD TO CUSTOMER “AS IS” AND LNRD AND ITS SUPPLIERS, IF ANY, MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PLATFORM AND/OR THE MINI-SITE, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW. LNRD DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

8.4. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS EMPLOYMENT PRACTICES, INCLUDING CUSTOMER’S USE OF THE PLATFORM IN ITS RECRUITING ACTIVITIES. AS SUCH, CUSTOMER ACKNOWLEDGES AND AGREES AS FOLLOWS: (A) TEST AND/OR ASSESSMENT SCORES AND RESULTS FROM THE PLATFORM SHOULD BE ONLY ONE ELEMENT OF A COMPREHENSIVE APPLICANT OR EMPLOYEE EVALUATION PROCESS; (B) CUSTOMER SHOULD COMPLY WITH ANY AND ALL GUIDELINES, LAWS AND/OR REGULATIONS ON EMPLOYEE SELECTION PROCEDURES AND THE EQUAL EMPLOYMENT OPPORTUNITY TO HELP AVOID CULTURAL BIAS AND UNFAIR DISCRIMINATION AND TO MAKE CERTAIN THAT ONLY JOB-RELATED SELECTION TECHNIQUES ARE USED IN HIRING JOB APPLICANTS; (C) LNRD HAS NO ROLE IN DETERMINING OR CONTROL OVER THE LEGALITY, QUALITY, OR PROPRIETY OF CUSTOMER'S HIRING OR EMPLOYMENT PRACTICES; (D) TESTS AND ASSESSMENTS WITHIN THE PLATFORM ARE NOT INTENDED FOR DIAGNOSTIC OR TREATMENT PURPOSES AND ARE NOT INTENDED FOR MENTAL HEALTH, MEDICAL, OR OTHER HEALTH RELATED PURPOSES; AND (E) CUSTOMER, NOT LNRD, IS RESPONSIBLE FOR ITS COMPLIANCE WITH ANY LAWS OR RULES GOVERNING TESTING OR HIRING BY GOVERNMENT AGENCIES.

8.5. Additional Disclaimers. LNRD cannot warrant and do not warrant that the content and/or the Candidate Data available on the Platform and/or the Mini Site is accurate, complete, reliable, current, or error-free. LNRD reserve the right to make changes in or to the content, or any part thereof without the requirement of giving Customer any notice prior to or after making such changes to the content. Notwithstanding any of the foregoing, LNRD shall not responsible for any claim, liability, expenses, losses, costs, and/or claims, in the event that the Customer does not accomplish an employment recruitment or that such employment recruitment is not in accordance with Customer needs, or any other error that may happen.

8.6. BETA DISCLAIMER. NOTWITHSTANDING THE FOREGOING, IF CUSTOMER IS BEING PROVIDED WITH A BETA VERSION OF THE LNRD PLATFORM AND MINI-SITE AND SO LONG AS IT IS A BETA VERSION, CUSTOMER MAY NOT REPRESENT THE FINAL VERSION OF THE PLATFORM OR MINI-SITE. THIS BETA VERSION OF THE PLATFORM AND MINI-SITE ARE PROVIDED TO CUSTOMER BY LNRD ON AN “AS IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY LNRD AND ITS LICENSORS AND SUPPLIERS. CUSTOMER’S USE OF THIS BETA VERSION OF THE PLATFORM AND MINI-SITE IS AT CUSTOMER’S OWN RISK, TAKING INTO ACCOUNT THAT CUSTOMER IS AWARE THAT THIS IS A BETA VERSION OF THE PLATFORM AND MINI-SITE GIVEN FOR FREE.

9. Limitation of Liability

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY:

9.1. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL LNRD BE LIABLE FOR ANY LOSS OF INCOME, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, PROFITS, GOODWILL, REPUTATION OR DATA, NOR FOR SPECIAL, THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCURRED OR SUFFERED BY CUSTOMER, THAT ARISE UNDER THIS AGREEMENT OR THAT OTHERWISE RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PROGRAM, EVEN IF LNRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. LNRD’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS, DAMAGES, COSTS AND LOSSES ARISING UNDER THIS AGREEMENT, OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PLATFORM AND/OR THE MINI-SITE, SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO LNRD UNDER THIS AGREEMENT, WITHIN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

10. Confidential Information

Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential or competitively sensitive (“Confidential Information”). The receiving party may disclose Confidential Information of the disclosing party, if it is required to be disclosed by applicable law, regulation, or court or administrative order; provided, however, that (where permitted) such party gives prompt notice to the disclosing party of such law, regulation or order, and discloses the Confidential Information only to the extent required thereby. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, officers and employees (collectively, the “Representatives”) on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein, and in any event, the receiving party shall remain responsible for the acts or omissions of its Representatives to the same extent as if such acts or omissions were performed by the receiving party; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care; and (d) not to modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information disclosed to it. The parties’ obligations with respect to Confidential Information shall expire 5 years from the date of termination or expiration of this Agreement, unless a longer period of protection applies under applicable law, either as trade secret information or otherwise. Without derogating from any other remedies available under applicable law or agreement, either party shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the obligations set forth in this Section. Upon termination of this Agreement, and/or as otherwise requested by the disclosing party, the receiving party shall promptly deliver to the disclosing party all Confidential Information and any and all copies thereof, in whatever form, that had been furnished to the receiving party, prepared thereby and/or came to its possession in any manner whatsoever, during and in the course of its performance of this Agreement, and shall not retain and/or make copies thereof in whatever form.

11. Term and Termination

11.1. Term and Termination. This Agreement shall become effective on the Effective Date set forth on the signature page. The Agreement shall remain in effect for an initial term of 1 year following the Effective Date unless terminated earlier in accordance with this Section 12 (“Initial Term”). Either Party may terminate this Agreement at any time upon 90 days prior written notice; provided that LNRD may terminate this Agreement immediately if it has reasonable suspicion that the Customer has or intends to use the Platform in furtherance of any unlawful activity. Following the Initial Term, this Agreement shall automatically be renewed for additional 1 year term (each a “Renewal Term”), unless either party provides the other party with a signed written notice (either by mail or by email) of termination of this Agreement at least 60 days prior to the expiration of the Initial Term or the applicable Renewal Term (the Initial Term and all Renewal Terms shall collectively be referred to as the “Term”). If Customer shall continue to use the Platform and/or the Mini-Site licensed hereunder past any renewal date, Customer shall be deemed to have renewed the Agreement for the following Renewal Term. Either party may terminate this Agreement by giving the other party written notice of such termination upon the other party’s breach of any material term (subject to the breaching party’s right to cure within 30 days after receipt of such notice, to the extent such breach is curable), the other party’s insolvency, making an assignment for the benefit of creditor, receivership, or the institution of any similar proceedings by or against the other party.

11.2. Suspension of services. If Customer does not pay on or prior to the applicable due date two monthly consecutive invoices, LNRD, at its sole discretion, may suspend, block and/or restrict Customer of the system of the Platform and/or the Mini-Site. LNRD will give Customer ten (10) days prior notice of such suspension or termination.

11.3. Effect of Termination. Upon termination or expiration of this Agreement, any and all licenses and rights granted to Customer hereunder shall immediately cease and Customer shall immediately (and shall ensure that all Named Users) discontinue all access to, and use of, the Platform and/or the Mini-Site and shall promptly, but in any event within 3 days from termination or expiration becoming effective, permanently delete or return (if requested by LNRD) all copies of the Documentation and Confidential Information in Customer’s possession or control, and certify such deletion to LNRD in writing. For the avoidance of doubt, termination of this Agreement for any reason shall not relieve either party from its obligation to pay the other any outstanding payments due under this Agreement.

11.4. Survival. All provisions of this Agreement which may reasonably be interpreted or construed as surviving the expiration or termination of this Agreement shall survive any expiration or termination of this Agreement.

12. Force Majeure

Neither party shall be liable to the other for any performance delay or failure to perform hereunder (except for Customer’s payment obligations), due to any act, omission or condition beyond the reasonable control of the affected party, including but not limited to, strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes, governmental restrictions, judicial orders, epidemic, pandemic war or other governmental actions, civil commotion, fire or other casualty (“Force Majeure Event”), provided the affected party gives prompt notice to the other and makes reasonable efforts to resume performance as soon as possible. The party not affected by such act, omission or condition may terminate this Agreement upon written notice if the other party remains unable to perform because of any circumstances described in this Section 13 for a period of more than 60 days. It is hereby clarified that neither an occurrence of a Force Majeure Event or the termination of the Agreement in connection therewith shall relieve either party from its obligation to pay the other any outstanding payments due under this Agreement.

13. Public Mention of this Agreement

Each party agrees that the other party may, subject to compliance with each party’s trademark usage guidelines, disclose that Customer is an authorized user of LNRD Platform or services on its website, provided however that each party will seek the prior written consent of the other before making any further disclosures about the relationship of the parties in any advertising, press, blog, promotion and similar public disclosures.

14. Miscellaneous

14.1. Entire Agreement. This Agreement constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agree­ments between the parties with respect to the subject of this Agreement. Except as otherwise expressly provided herein, this Agreement may be modified only by a writing signed by an authorized representative of each party.

14.2. Notices. Any notice required or permitted to be given under this Agreement shall be sent to the address of the other party as set forth on the first page or to such address as a party may have designated by written notice. The notice will be deemed received: (a) upon delivery by hand; (b) on the date the notice was delivered via overnight courier service requiring signature upon receipt; (c) by certified or registered mail, return receipt requested, upon verification of receipt; or (d) if sent via facsimile or electronic mail, upon transmission and, if applicable, electronic confirmation of receipt or, if transmitted and received on a non-business day, on the first business day following transmission and, if applicable, electronic confirmation of receipt.

14.3. Electronic Signature. Electronic signatures and/or exchanges of signed documents via e-mail (using a .pdf or other scanned version) shall be sufficient for purposes of executing this Agreement. This Agreement may be executed in counterparts.

14.4. Governing Law and Jurisdiction. This Agreement and agreements related thereto shall be exclusively governed by and construed in accordance with the laws of the State of Israel, without giving effect to conflict of law provisions. The Parties hereby consent and submit to the exclusive jurisdiction of the competent courts in the Tel Aviv – Yafo, Israel, over all matters relating to this Agreement, and no other court will have jurisdiction over such matters.

14.5. Relationship of the Parties. Nothing contained in this Agreement is intended or is to be con­strued to create a partnership, joint venture or agency relationship. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect.

14.6. Injunctive Relief. Nothing in this Agreement shall be construed to limit or delay either LNRD’s or Customer’s ability to seek immediate relief at law or in equity for any breach by the other, including a breach by Customer of the license or requirements upon termination thereof.

14.7. Waiver. Any failure by a party to require compliance by the other party with any of the terms, provisions, warranties, covenants or conditions of this Agreement will in no way affect the such party’s right to enforce the same, nor will any waiver by a party of any breach of any term, provision, warranty, covenant or condition of this Agreement constitute a waiver of any succeeding breach.

14.8. Assignment. This Agreement is personal to each of Customer and LNRD and neither party may assign this Agreement without the prior written agreement of the other party, which consent may be withheld in the sole discretion of each such party, provided that LNRD may assign this Agreement, in whole or in part, without such consent to an affiliate or any other entity due to a consolidation or merger of LNRD with or into, or a sale of all or substantially all of LNRD’s assets to, or substantially all of LNRD’s issued and outstanding share capital to such other entity. Any attempted assignment or transfer of any of the rights, duties, or obligations herein shall be void if not in compliance with this subsection. This Agreement shall inure to the benefit of and be binding upon each party’s successors and permitted assigns.