XIBO USER LICENCE AGREEMENT
If you are ordering Xibo Solution this is a one-off purchase of digital content We will make Xibo Solution available for download by you as soon as we accept your order. Unless you have chosen our 14 Day Demo, or unless Xibo Solution is faulty or misdescribed, you will have no right to change your mind or obtain a refund once the Xibo Solution is downloaded.
If you are ordering Xibo Cloud this is an ongoing service or subscription to receive digital content Unless you have chosen our 14 Day Demo we will supply Xibo Cloud to you until the subscription expires or you or we end the contract under the terms set out under this Licence.
PLEASE READ THESE TERMS CAREFULLY
YOU MUST ONLY ACCEPT THESE TERMS IF YOU AGREE TO THEM IN THEIR ENTIRETY. by accepting these terms you EXPRESSLY agree that:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Xibo Signage Limited incorporated and registered in England and Wales with company number 07811749 whose registered office is at 32 Church Road, Hove, BN3 2FN, United Kingdom (Xibo Signage, us or we):
1. Definitions and interpretation
- 14 Day Demo
- means a free 14 day trial of the Xibo Solution or Xibo Cloud after which period the trial may be converted into a full licence. If not converted to a full licence the Xibo Solution or Xibo Cloud will be automatically removed and any data in the CMS will be lost. The relevant terms of this Licence will apply during any trial period.
- means the GNU Affero General Public License 3.0 details of which can be found at https://opensource.org/licenses/AGPL-3.0.
- Acceptable use Policy
- means the Xibo acceptable use policy as amended from time to time;
- Applicable Laws and Regulations
- means any laws or regulations that apply to the import, export or use of the Xibo Solution or Xibo Cloud in your or any relevant jurisdiction, including any technology control or import or export restrictions.
- Customer Portal
- means the customer portal made available to you, or End Users, to manage account preferences and to maintain up to date contact information.
- means any documentation, including online documentation, Specification, Xibo Manual and Knowledge Base, provided by us in the performance of this EULA and as amended from time to time;
- End User
- means the licensee of the Xibo Solution or Xibo Cloud licence supplied by us or supplied by a White Label Reseller;
- means an End User Licence Agreement (EULA) provided by Xibo Signage that an End User must agree to adhere to in order to use Xibo Solution or Xibo Cloud.
- means the fees payable for a Xibo Licence as set out from time to time
- Force Majeure
- means an event or sequence of events beyond a party's reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including without limitation war, strikes, natural disaster or adverse weather conditions;
- Intellectual Property Rights (IPRs)
means copyright, rights in inventions, patents, know-how, trade secrets, trade marks
and trade names, service marks, design rights, rights in get-up, database rights and
rights in data, semiconductor chip topography rights, the right to sue for passing
off, mask works, utility models, domain names and all similar rights and, in each
a) whether registered or not,
b) including any applications to protect or register such rights,
c) including all renewals and extensions of such rights or applications,
d) whether vested, contingent or future and
e) wherever existing;
- Open Source
- means the following components of the Xibo Solution:
a) Xibo Content Management System (CMS)
b) Xibo Message Relay (XMR)
c) Xibo Manual
d) Xibo Windows Player, and
e) Xibo Linux Player
- means the release version of the Xibo Solution acquired by the End User (for example 1.8.X, or 1.9.x or 2.X.X) for which patches and updates shall be made available to the End User by us under this EULA.
- means the specification for the Xibo Solution or Xibo Cloud as set out in the Documentation or made known to the End User and as amended from time to time.
- Xibo Cloud
means the cloud hosted version of the Xibo Solution, comprising proprietary or open
source code, components or materials, including:
a) Content Management System (Xibo CMS)
b) Xibo Player(s) and associated display slots, urls, domains and other elements purchased by the End User as part of the solution, and the Documentation.
- Xibo Player
- means a proprietary version of the Xibo Player that is for use with a dedicated third party platform, such as Android, webOS and Tizen, among others.
- Xibo Solution
means the Xibo Digital Signage Solution comprising proprietary or open source code,
components or materials, including:
a) Xibo CMS
b) Xibo Message Relay (XMR)
c) Xibo Manual
d) Xibo Player(s)
that, among other features, powers digital signage networks on smart TV and display screens, and the Documentation.
In this Licence, unless the context otherwise requires:
1.2.1 the singular includes the plural and vice versa;
1.2.2 references to subclauses, clauses or Schedules are to subclauses, clauses or Schedules of this EULA;
1.2.3 references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
1.2.4 'including’ (or similar words) means including without limitation;
1.2.5 clause headings do not affect their interpretation; and
1.2.6 references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.
2 Grant and scope of licence, minor changes and Releases
2.1 Xibo Open Source Components
2.1.1. In consideration of you agreeing to abide by the terms of the AGPL 3.0 Xibo Signage shall license to you the Xibo Open Source Components.
2.2 Xibo Solution
2.2.1 In consideration of you agreeing to abide by the terms of this EULA, we hereby
grant to you a personal licence to use the Xibo Solution, except the Xibo Open Source
Components, subject to the following conditions:
(a) Exclusivity: the licence is non-exclusive;
(b) Transferability: the licence is non-transferable and cannot be sublicensed;
(c) Equipment: the Xibo Solution may only be used on the hardware and applications set out in the Specification;
(d) Purpose: the Xibo Solution may only be used in connection with the Customer’s own purposes subject to other restrictions on use in clause 3 (Use of the Xibo Solution); and
(e) Term: the EULA extends to a single Release of the Xibo Solution which Xibo Signage shall maintain for a reasonable period.
2.3 Xibo Cloud
2.3.1 In consideration of you agreeing to abide by the terms of this EULA, we hereby
grant to you a personal licence to use the Xibo Cloud, and a single version of the Xibo
Player (the cost of which is separate to a display slot licence), and associated elements
as required by the End User, except the Xibo Open Source Components, subject to the
(a) Exclusivity: the licence is non-exclusive and extends to the hosting of a single display slot for use with a single Xibo Player;
(b) Transferability: the licence is non-transferable and cannot be sublicensed;
(c) Equipment: Xibo Signage shall host the Cloud Xibo Solution while the Xibo Player may only be used on the hardware and applications set out in the Specification;
(d) Purpose: the Software may only be used in connection with the Customer’s own purposes subject to other restrictions on use in clause 3 (Use of the Solution); and
(e) Term: on a monthly or annual licence, as agreed by Xibo Signage or its authorised Distributor or Reseller.
(2.2 and 2.3 shall be collectively referred to as a “Licence”).
3. Use of the solution
3.1. You shall not use or access the Xibo Solution or Xibo Cloud contrary to any restriction stated in this Licence or in contravention of our Acceptable Use Policy.
3.2. With the exception of the Xibo Open Source Components you are not permitted to:
3.2.1. distribute, license, sell or otherwise deal in or encumber the Xibo Solution or Xibo Cloud;
3.2.2. translate, adapt, disassemble, reverse engineer or decompile the Xibo Solution (or any part of it), nor make any modifications, additions or enhancements to it;
3.2.3. combine, merge or otherwise permit the Xibo Solution (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it;
3.2.4. copy the Documentation, Xibo Solution (or any part of it), except where such copying is incidental to normal use or for such back-ups as are reasonably necessary for operational security, provided that you keep accurate and up-to-date records of such copying;
3.2.5. use the Xibo Solution or Xibo Cloud on behalf of or make it available to any third party or allow or permit a third party to do so.
3.3. We may update or require you to update the Xibo Player or Xibo Solution to a new Release, for example in the case of a technical, operational or security risk, provided that the same shall always match the Specification – the Xibo Player or Xibo Solution will work with the current or previous Release of the operating systems as set out in the Specification (as it may be amended from time to time).
3.4. To guarantee optimal performance of Xibo Solution and Xibo Cloud it will be necessary for Xibo Signage to perform routine maintenance. Such maintenance may require us to take servers off-line, typically during off-peak hours. Where reasonably possible we will always aim to give advance notice of maintenance requiring the servers to be taken off-line.
3.5. We may access your Xibo CMS on demand using an administrator account in order to provide support for the Xibo Solution or Xibo Cloud. We may also access the Xibo CMS at other times as necessary to ensure smooth running of the service to you and other users. In exceptional circumstances, this access may necessitate making changes to the way your Xibo CMS is configured. Wherever possible we will always aim to give notice of what has been changed and the reason for such change.
3.6. Unless otherwise agreed with Xibo Signage your Xibo Licence extends only to:
3.6.1. Use on one central processing unit (CPU) if the Licence is a single-user licence or for single use; or
3.6.2. if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us.
3.7. It is your responsibility to keep any password provided to you or chosen by you for use and access to the Xibo Solution of Xibo Cloud confidential. In order to ensure security this password should be changed on a regular basis and we recommend that you use a password that comprises a combination of letters, numbers and symbols to better prevent unauthorized access or brute force attacks, and that a two-factor authentication system is utilised. We cannot be liable for any data losses or security issues that arise as a result of a misplaced, hacked or stolen password.
3.8. You must ensure you comply with any Applicable Laws and Regulations applicable to your use of the Xibo Solution or Xibo Cloud.
4.1. All Fees must be paid in advance.
4.2. Payment will be due on the basis of the Xibo Solution or Xibo Cloud service selected. Xibo Cloud may be paid for in advance on either a monthly or annual (12 month) basis.
4.3. For Xibo Cloud will aim to send an automatic renewal reminder in advance and you will be automatically invoiced the relevant Fee 30 days ahead of the anniversary of the expiry of the Xibo Licence unless we or you have terminated the service, in accordance with clauses 9 and 10.
4.4. We reserve the right to change the Fee and/or nature of the relevant service or licence by giving reasonable written notice of any changes. No new Fee or licence terms will be imposed before the expire of any existing licence but may be applied on renewal.
4.5. Notice of Fee changes and/or the relevant service or licence will be given by e-mail to the address given at the time of first ordering the relevant service or licence.
4.6. All payments must be made in the currency indicated at the time of purchase or as set out in the relevant invoice and all payments due are inclusive of all applicable taxes.
4.7. You warrant that you are lawfully authorised to make payment using the credit or debit card or other payment facility you disclose to us.
4.8. In the event that you are not the named cardholder for any payments actually made you warrant that you and the actual cardholder accept the terms of this Licence and shall have joint and severally liability for the Fee. You shall fully indemnify us in the event that the cardholder or issuer declines any Fee payment, including all costs incurred in administering your non-payment and obtaining payment of the Fee due.
4.9. Where you provide us with information (including personal data) relating to a third party, including but not limited to the use of their payment details, you warrant that you have the express consent of that party for us to use their information and you agree that we may share your information, including but not limited to the services purchased, to enable the third party to ascertain the terms of this Licence and the grounds for payment and to contact the third party for any purposes related to this Licence.
4.10. Payments processed by third party payment processors are subject to those processor’s own terms and conditions of service, and we make no representations or warranties with respect to those terms.
4.11. All invoices or receipts will be sent via the email disclosed to us after a purchase or renewal transaction is completed.
4.12. Any overpayment or credit notes may at our sole discretion be used against any Fees due. Where the value of the overpayment or credit note is less than the Fee due the remainder of the balance shall be invoiced to you.
5.1. If you or your payment provider withdraw any payments made to us (via a bank, credit card or PayPal account – a “chargeback”) you may be subject to an administration fee of £50 should we at our discretion deem the chargeback to be unfair. We reserve our right to recover from you any Fees due.
5.2. If a chargeback is made, we reserve the right to interrupt, suspend or cancel your Xibo Licence. Such interruption, suspension or cancellation does not relieve you from any liability to pay any Fees overdue and payable to us.
6. Right of suspension
6.1. We may have to suspend the supply of Xibo Solution or Xibo Cloud, including to End
6.1.1. deal with technical problems or make minor technical changes;
6.1.2. update Xibo Solution or Xibo Cloud to reflect changes in relevant laws and regulatory requirements;
6.2. We will not charge you for the Xibo Solution or Xibo Cloud during the period for which they are suspended.
6.3. If you do not pay us for Xibo Solution or Xibo Cloud when you are supposed to and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend your Xibo Licence and the supply of the Xibo Solution or Xibo Cloud until you have paid us the outstanding amounts.
6.4. We reserve the right to suspend access to Xibo Solution or Xibo Cloud until the Fee payment is received in full and any outstanding debt – including any fees accrued or due in relation to the period of suspension – is cleared. Non-payment of a recurring invoice may be subject to a £20 administration charge. You are responsible for all Fees or charges owed or due under this Licence and for all costs incurred in administering your non-payment and obtaining payment of any Fee due.
6.5. You are required to have a valid email address at all times, which must be stored in the Customer Portal, failure to do so may result in suspension of your Xibo Licence.
6.6. We will contact you to tell you if we are suspending or may suspend you supply of the service. We may also charge you interest on your overdue payments.
6.7. If you are a consumer:
6.7.1. We will endeavour to contact you in advance to tell you we will be suspending supply of Xibo Solution or Xibo Cloud, unless the problem is urgent or an emergency. If we have to suspend Xibo Solution or Xibo Cloud for longer than 7 days in any 30 day period we will adjust the price so that you do not pay for Xibo Solution or Xibo Cloud while they are suspended. You may contact us to end the contract for Xibo Solution or Xibo Cloud if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 7 days and we will refund any sums you have paid in advance in respect of the period after you end the contract.
7. Intellectual property rights
7.1. Except for a Licence or Xibo Licence as expressly granted above, you shall not acquire in any way, any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Xibo Solution or Xibo Cloud or in any part of it, or in any copies of it and no Intellectual Property Rights of either party are transferred or licensed as a result of this Licence or the Xibo Licence.
7.2. Xibo Signage in no way sells or grants to you ownership or a licence, where none is available for Xibo Signage to give, in any open source or non-proprietary code, components or materials, including the Xibo Open Source Components, comprising or incorporated into the Xibo Solution or Xibo Cloud.
7.3. You acknowledge and understand that the Xibo Solution or Xibo Cloud contains confidential and proprietary information and you shall not conceal, modify, remove, destroy or alter in any way any proprietary Intellectual Property Rights or trade marks of Xibo Signage, or our licensors, on or in the Xibo Solution or Xibo Cloud or any related materials or documentation except as permitted by this Licence or the Xibo Licence.
7.4. You have no right to have access to the Xibo Solution or Xibo Cloud in source code form other than as expressly provided in this Licence or any Xibo Licence.
7.5. If you notify us in writing of any defect or fault in the Xibo Solution or Xibo
Cloud as a result of which it fails to perform substantially, including in accordance
with clause 6.1, or for any infringement of a third party’s Intellectual Property Rights,
we will, at our sole option, either:
7.5.1. procure for you the right to continue using and possessing the Xibo Solution or Xibo Cloud; or
7.5.2. modify or replace the defective, faulty or infringing part of the Xibo Solution or Xibo Cloud and without adversely affecting the functionality of the Xibo Solution or Xibo Cloud as set out in this Licence or the Xibo Licence so as to avoid the defect, fault, infringement or alleged infringement, provided that if, we having used reasonable endeavours, neither of the above can be accomplished on reasonable terms, we shall refund any Xibo Licence fees paid by you in respect of the Xibo Solution or Xibo Cloud.
7.6. Clause 7.5 shall be your sole remedy in respect of the Xibo Solution or Xibo Cloud being defective, faulty or infringing Intellectual Property Rights, and in respect of which you shall make available all the information that may be necessary to help us to identify and remedy the defect or fault, or infringement.
8.1. Xibo Signage warrants and represents that:
8.1.1. it has the right, power and authority to enter into this Licence and grant to you the rights (if any) contemplated herein and supply the Xibo Solution or Xibo Cloud;
8.1.2. the Xibo Solution or Xibo Cloud will:
188.8.131.52. conform and perform according to the Specification in all material respects, when used in the manner and equipment directed or recommended in the Documentation;
184.108.40.206. be free from defects in workmanship and materials, and free from viruses and other malicious code when supplied, and
220.127.116.11. the Xibo Solution or Xibo Cloud does not infringe the Intellectual Property Rights of any third party;
8.1.3. the Documentation will provide you with adequate instructions to enable you to effectively use the Xibo Solution or Xibo Cloud;
8.2. The warranties (and representations) specified above are subject to you giving notice to Xibo Signage as soon as reasonably possible upon becoming aware of the breach of warranty (or representation) but in the case of a warranty (or representation) as to conformance and performance according to the Specification, such notice must be given within 30 days (Warranties).
8.3. We do not warrant or represent that the Xibo Solution or Xibo Cloud shall be:
8.3.1. uninterrupted or error free;
8.3.2. compatible with third party software or equipment, proprietary platform or open source code or solution, other than that described in the Specification.
8.4. If you have acquired one or some of the Xibo Open Source Components then it or they shall be provided to you ‘as is’ and with no warranties whatsoever.
8.5. Any warranties given by us shall be subject to you using the Xibo Solution or Xibo
Cloud, or any part of it, in compliance with this Licence or Xibo Licence and the
Documentation, and we shall not be liable under this clause for, or required to remedy,
any problem arising from:
8.5.1. a failure to install any update, patch, fix or improvement previously made available or provided by us;
8.5.2. any modification made to any part of the Xibo Solution or Xibo Cloud by anyone other than us without our express prior written consent; or
8.5.3. any defect or error wholly caused by any equipment or third-party software used in connection with the Xibo Solution or Xibo Cloud, or any part of it, other than that described in the Specification.
8.6. All other warranties and representations as to the Xibo Solution or Xibo Cloud, or any part of it, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.
9. Our responsibility for loss or damage suffered by you
9.1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
9.2. We will not be liable for damage that you could have avoided by following our advice to apply an update offered to you or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
9.3. If you use Xibo Solution or Xibo Cloud for any commercial, business or resale purpose we shall have no liability to you for any loss of profit, loss of business or business interruption, loss of reputation or goodwill, loss or corruption of data, loss of anticipated savings or loss of business opportunity.
9.4. You acknowledge that neither the Xibo Solution nor Xibo Cloud has been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the capabilities, facilities and functions of the Xibo Solution and Xibo Cloud as described in the Documentation meet your requirements.
9.5. Subject to the following, in no event shall the aggregate liability of any party
to the other (whether in contract, tort (including negligence) or otherwise) and in
respect of all claims, losses and damages arising under or in connection with this
Licence or Xibo Licence exceed:
18.104.22.168. the value of any Licence or Xibo Licence fee paid by you for the Xibo Solution or Xibo Cloud in respect of any one claim or series of related claims; and
22.214.171.124. provided that this shall be subject to an overall limit of the monthly or annual Licence fee paid in the preceding 12 months before the claim arose under this Licence or Xibo Licence in respect of any and all claims, losses and damages arising under or in connection with this Licence or Xibo Licence.
9.6. One party's liability to the other in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with this Licence or Xibo Licence shall not extend to any special, indirect or consequential loss or damage whatsoever.
9.7. Notwithstanding the above neither party excludes or limits any liability for any other liability to the extent the same cannot be excluded or limited by law.
10. Our right to terminate
10.1. We may terminate this Licence or Xibo Licence immediately by written notice to you if you commit a material or persistent breach of this Licence or Xibo Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
10.2. Upon termination for any reason:
10.2.1. all rights granted to you under this Licence or Xibo Licence shall cease;
10.2.2. you must cease all activities authorised by this Licence or Xibo Licence, and
10.2.3. you must immediately delete or remove the Xibo Solution or relevant component of the Xibo Cloud from all equipment in your possession and immediately destroy or return to us (at our option) all copies then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
11. Your right to terminate
11.1. If you are a consumer:
11.1.1. You may have a right to terminate the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 126.96.36.199 to 188.8.131.52 below the contract will end immediately and we may refund you subject to any reasonable part-performance fee, or you may be entitled to compensation. The reasons are:
184.108.40.206. we have told you about an upcoming change to Xibo Solution or Xibo Cloud or these terms which you do not agree to;
220.127.116.11. we have told you about an error in the price or description of Xibo Solution or Xibo Cloud you have ordered and you do not wish to proceed;
18.104.22.168. there is a risk that supply of the products may be significantly delayed because of events outside our control, including Force Majeure;
22.214.171.124. we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 30 days; or
126.96.36.199. you have a legal right to end the contract because of something we have done wrong.
11.1.2. Consumer right to change your mind (Consumer Contracts Regulations 2013):
188.8.131.52. For most products bought online you have a legal right to change your mind within 14 days and receive a refund, in relation to Xibo Solution and Xibo Cloud please however note the restrictions in clause 11.1.3.
11.1.3. You do not have a right to change your mind in respect of:
184.108.40.206. Digital products (i.e. Xibo Solution) after you have started to download or stream these, however:
220.127.116.11.1. you do have 14 days to change your mind after the day we email you to confirm we accept your order (where applicable), or if earlier, until you start downloading or streaming;
18.104.22.168.2. if we delivered the digital content to you immediately, and you agreed to this at the time of ordering, you will also not have a right to change your mind, or
22.214.171.124.3. if you have chosen a 14 Day Demo.
126.96.36.199. Services (i.e. Xibo Cloud) once these have been completed, even if the cancellation period is still running, however:
188.8.131.52.1. you do have 14 days after the day we email you to confirm we accept your order to change your mind, but once we have completed the services you cannot change your mind, even if the period is still running;
184.108.40.206.2. if you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind and any applicable notice period (see clause 11.1.4); or
220.127.116.11.3. if you have chosen a 14 Day Demo.
11.1.4. If you wish to terminate this Licence for any other reason just contact us to let us know. A contract for Xibo Cloud will not end until 1 calendar month after the day on which you contact us. We will issue a pro rata credit note in respect of any advance payment you have made for services which will not be provided to you.
12. Communications between us
12.1. If you wish to contact us in writing, or if any condition in this Licence or Xibo Licence requires you to give us notice in writing, you can contact us via email at email@example.com.
12.2. If we have to contact you we will do so by email or other form of electronic communication.
12.3. You should ensure that any xibosignage.com or xibo.org.uk email addresses are white listed in any email spam filtering.
12.4. You must ensure that you maintain a valid email address in relation to your obligations under this Licence. This should be recorded in the Customer Portal. Failure to maintain a valid email address may result in suspension of your Licence as set out in clause 6.5.
13. How we may use your personal information
14.1. In respect of any loss or damage suffered or incurred by either party under this Licence or Xibo Licence, the party which receives the benefit of the indemnity shall take all reasonable steps so as to reduce or mitigate the loss or damage incurred.
15. Entire agreement
15.1. This Licence contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Licence.
15.2. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Licence. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
16. Force majeure
16.1. A party will not be liable if delayed in or prevented from performing its obligations hereunder due to Force Majeure, provided that it promptly notifies the other of the Force Majeure event and its expected duration, and uses reasonable endeavours to minimise the effects of that event.
16.2. If, due to Force Majeure, a party is unable to perform a material obligation, or is delayed in or prevented from performing its obligations for a continuous period of more than 60 days, the other party may, within a further 14 days terminate this Licence or Xibo Licence on notice, otherwise this Licence or Xibo Licence shall continue in full force and effect.
17. Other important terms
17.1. We may assign, subcontract or encumber any right or obligation under this Licence or Xibo Licence, in whole or in part. You may not assign, subcontract or encumber any right or obligation under this Licence or Xibo Licence, in whole or in part, without the prior written consent of Xibo Signage or except as expressly permitted in this Licence.
17.2. No amendment or variation of this Licence or Xibo Licence will be valid unless agreed in writing by an authorised signatory.
17.3. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
17.4. If any clause in this Licence (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Licence as soon as possible.
17.5. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any clauses are unlawful, the remaining clauses will remain in full force and effect.
17.6. Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
17.7. Any payments due under this Licence shall be made without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges and withholdings of any kind now or in future imposed in any jurisdiction.
17.8. Provisions which by their terms or intent are to survive termination of this Licence will do so.
17.9. The parties are independent and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
17.10. Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to this Licence.
18. Governing law and jurisdiction
18.1. This Licence is governed by the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any dispute in relation to it (or part thereof), subject to any applicable statutory consumer regulations.