15.1. Force Majeure. Ogury shall have no liability to Publisher under this Agreement
is prevented from or delayed in performing its obligations under this Agreement, or from
carrying on its business, by acts, events, omissions or accidents beyond its reasonable
control, including, without limitation, strikes, lock-outs or other industrial disputes
(whether involving the workforce of Ogury or any other party), failure of a utility service
or transport or telecommunications network, act of God, war, riot, civil commotion,
malicious damage, compliance with any law or governmental order, rule, regulation or
direction, accident, breakdown of plant or machinery, fire, flood, storm or default of
suppliers or sub-contractors, provided that Publisher is notified of such an event and its
15.2. Conflict. If there is an inconsistency between any of the provisions in the
of this Agreement and any Service Addendum, the provisions in the Service Addendum shall
prevail unless expressly stated otherwise.
15.3. Variation. Ogury reserves the right to amend any terms of this Agreement or its
policies that apply to Publisher’s use of the Services, SDK or Site at any time, in its sole
discretion on giving notice to Publisher. Any amendments will be effective immediately upon
posting on the www.ogury.com website or as otherwise notified to Publisher. Publisher’s
continued use of the Services, SDK or Site following the posting or notification of any
amendments to this Agreement will constitute Publisher’s agreement to such amended
15.4. Waiver. No failure or delay by a party to exercise any right or remedy provided
this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor
shall it prevent or restrict the further exercise of that or any other right or remedy. No
single or partial exercise of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy.
15.5. Rights and Remedies. Except as expressly provided in this Agreement, the rights
remedies provided under this Agreement are in addition to, and not exclusive of, any rights
or remedies provided by law.
15.6. Severance. If any provision or part-provision of this Agreement is or becomes
illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity
and enforceability of the rest of this Agreement. If any provision or part-provision of this
Agreement is deemed deleted under the foregoing, the parties shall negotiate in good faith
to agree a replacement provision that, to the greatest extent possible, achieves the
intended commercial result of the original provision.
15.7. Entire Agreement. This Agreement and any applicable Service Addendum
entire agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings between
them, whether written or oral, relating to its subject matter. Each party acknowledges that
in entering into this Agreement it does not rely on, and shall have no remedies in respect
of, any statement, representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this Agreement. Neither party shall have a claim for
innocent or negligent misrepresentation or negligent misstatement based on any statement in
15.8. Assignment. Publisher shall not, without the prior written consent of Ogury,
transfer, charge, sub-contract or deal in any other manner with all or any of its rights or
obligations under this Agreement. Ogury may at any time assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or obligations under
15.9. No Partnership or Agency. Nothing in this Agreement is intended to or shall
create a partnership between the parties, or authorise either party to act as agent for the
other, and neither party shall have the authority to act in the name or on behalf of or
otherwise to bind the other in any way (including, but not limited to, the making of any
representation or warranty, the assumption of any obligation or liability and the exercise
of any right or power).
15.10. Third Party Rights. This Agreement does not confer any rights on any person or
(other than the parties to this Agreement and, where applicable, their successors and
permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.11. Survival. Clauses Ownership, Confidentiality, Data Protection and Privacy,
Exclusions and Limitation of liability, Indemnification and Miscellaneous shall survive
termination of this Agreement.
15.12. Notices. Any notice required to be given under this Agreement shall be in
shall (i) be delivered by hand or sent by pre-paid first-class post or recorded delivery
post to the other party at its address notified by that party for such purposes, (ii) in the
case of notices sent by Ogury, sent by email to the email address provided by Publisher to
A notice delivered by hand shall be deemed to have been received when delivered (or if
delivery is not in business hours, at 9 am on the first business day following delivery). A
correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall
be deemed to have been received at the time at which it would have been delivered in the
normal course of post. A notice sent by fax shall be deemed to have been received at the
time of transmission (as shown by the timed printout obtained by the sender).
15.13. Governing Law. This Agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual disputes or
claims) shall be governed by and construed in accordance with the law of England and Wales.
15.14. Jurisdiction. Each party irrevocably agrees that the courts of England and
shall have exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with this Agreement or its subject matter or formation (including non-contractual
disputes or claims).