Canvas & Canvas Index

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING CANVAS:

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AS THE CUSTOMER ENTITY SET OUT IN THE ORDER FORM ("CUSTOMER" OR "YOU") AND THE SUPPLIER PARTY SET OUT IN THE ORDER FORM ("WATERMELON", "US" OR "WE"). IT GOVERNS:

• YOUR USE OF ANY SOFTWARE APPLICATIONS MADE AVAILABLE TO YOU ON THIS WEBSITE, INCLUDING CANVAS AND CANVAS INDEX (EACH A "MODULE" AND KNOWN COLLECTIVELY AS "CANVAS";

• THE CORRESPONDING ORDER FORM ("ORDER FORM") ENTERED INTO BY YOU AND WATERMELON IN RESPECT OF YOUR USE OF CANVAS;

• ANY ONLINE DOCUMENTS ("DOCUMENTS") SUPPLIED IN CONNECTION WITH YOUR USE OF CANVAS; AND

• ANY FEEDBACK, DATA, ANALYTICS, REPORTS OR INSIGHTS AND ANY OTHER INFORMATION GENERATED BY YOUR USE OF CANVAS ("INSIGHTS").

WE LICENSE THE USE OF CANVAS, THE DOCUMENTS AND ANY INSIGHTS TO YOU ON THE BASIS OF THIS AGREEMENT AND ORDER FORM. WE, OR OUR LICENSORS, REMAIN THE OWNERS OF CANVAS, THE DOCUMENTS AND ANY INSIGHTS AT ALL TIMES.

OPERATING SYSTEM REQUIREMENTS:

• CANVAS IS A WEB-BASED APPLICATION WITH A RESPONSIVE, CROSS-PLATFORM DESIGN. SURVEY PARTICIPATION IS FULLY SUPPORTED ACROSS DESKTOP, MOBILE AND TABLET DEVICES AND IS OPTIMISED FOR USE WITH MODERN MOBILE BROWSERS.

• REPORTING DASHBOARDS AND ADVANCED ADMINISTRATIVE FUNCTIONALITY ARE ACCESSIBLE ACROSS DEVICES BUT ARE OPTIMISED FOR VIEWING ON DESKTOP OR LAPTOP COMPUTERS TO ENSURE THE BEST USER EXPERIENCE.

• USERS MUST ACCESS CANVAS USING A CURRENT, UP-TO-DATE WEB BROWSER. CANVAS SUPPORTS MODERN CHROMIUM-BASED BROWSERS (INCLUDING GOOGLE CHROME AND MICROSOFT EDGE), MOZILLA FIREFOX, AND CURRENT VERSIONS OF SAFARI. BROWSER COMPATIBILITY IS REVIEWED WHEN INTRODUCING NEW FUNCTIONALITY TO ENSURE SUPPORT ACROSS MAJOR BROWSERS.

• JAVASCRIPT MUST BE ENABLED IN THE BROWSER.

• DEVICES MUST HAVE SUFFICIENT AVAILABLE MEMORY AND PROCESSING CAPABILITY TO RUN A MODERN WEB BROWSER, TOGETHER WITH A STABLE AND ACTIVE INTERNET CONNECTION. LEGACY OR END-OF-LIFE BROWSERS ARE NOT SUPPORTED.

• WATERMELON RESERVES THE RIGHT TO UPDATE MINIMUM BROWSER REQUIREMENTS IN LINE WITH EVOLVING TECHNOLOGY STANDARDS.

IMPORTANT NOTICE TO ALL USERS:

• BY SIGNING THE ORDER FORM YOU AGREE TO THE TERMS OF THIS AGREEMENT, WHICH WILL BIND YOU AND ANYONE THAT USES CANVAS, THE DOCUMENTS AND ANY INSIGHTS UNDER YOUR AUTHORITY. THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSES 9 AND 10.

• IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST CLICK ON THE 'REJECT' BUTTON BELOW AND YOU MAY NOT ACCESS CANVAS.

• WE RESERVE THE RIGHT TO CHANGE, MODIFY, OR OTHERWISE ALTER THE TERMS OF THIS AGREEMENT AT ANY TIME WITHOUT NOTICE.

1           DEFINITIONS

The following defined terms are used in this agreement:

Account Details              the login credentials created by or assigned to each Authorised User in order to access and use Canvas, including the Authorised User's username and password, and any other information relating to the Authorised User's account profile/settings and/or use of Canvas.

Aggregated Data            anonymised and aggregated statistical data derived from Canvas' operation which does not identify the Customer, Authorised Users, or any respondents and shall include but not be limited to the Insights.

Authorised Users            employees of Customer its subsidiaries or affiliates who are authorised to use Canvas, the Documents and any Insights.

Customer Data               the data inputted into Canvas by or on behalf of you, for the purpose of using or facilitating your use of Canvas including personal data of Authorised Users and Respondent Data.

Data Protection Laws     means any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data, including: (i) the Data Protection Act 2018, (ii) the General Data Protection Regulation (EU 2016/679) ("GDPR") (iii) the GDPR as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) and (iv) the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The terms 'personal data' and 'process' (and its derivatives) shall have the meanings given to them under the Data Protection Laws.

Effective Date                 the period commencing on the Start Date set out in the Order Form.

Good Industry Practice   the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.

Initial Term                    the period set out in the Order Form commencing on the Start Date in the Order Form.

Order Form                    the order document signed or otherwise agreed by the Parties that references this agreement.

Renewal Term                each successive period of twelve (12) months following the Initial Term, during which the Subscription Term and this agreement continues in accordance with clause 11.

Respondent Data           personal data and survey responses relating to individual survey respondents collected through Canvas on behalf of the Customer.

Subscription Term          the duration of the Initial Term in the Order Form during which you are permitted to use Canvas, commencing on the Start Date, together with any subsequent Renewal Terms.

Subscription Fees           the fees payable by you in consideration for your use of Canvas, as agreed between us and you and as set out in the Order Form.

Third-Party Platform       has the meaning given in clause 7.

Third-Party Terms          has the meaning given in clause 7.

User Subscriptions          the user subscriptions which have been purchased by you or on your behalf from Watermelon (or an entity authorised by Watermelon to provide them), set out in the Order Form and which entitle Authorised Users to access and use Canvas in accordance with this agreement.

Viruses                           any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability                  a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.

2           FEES

2.1       You shall pay the annual Subscription Fees set out in the Order Form in advance in each year of the Initial Term and Renewal Term.  All Subscription Fees shall be invoiced on the Effective Date and thereafter on each anniversary of the Effective Date for the duration of the Subscription Term.  Additional products and services may attract additional subscription fees which may be agreed between the parties during the Subscription Term.  For the purposes of this agreement the Subscription Fees shall include the Additional Fees, if any, set out in the Order Form.

2.2       All invoices shall be payable within thirty (30) days of the date of invoice.  Late payment of invoices shall entitle Watermelon to charge interest on overdue payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 or under such equivalent legislation applicable in the relevant jurisdiction and in accordance with the governing law set out in clause 14.  Where no such equivalent law exists, interest shall be payable on overdue amounts at the rate of 2% per month.

2.3       The Subscription Fees are exclusive of VAT, sales tax or other applicable taxes.

2.4       Upon each Renewal Term, Watermelon may, by giving not less than sixty (60) days’ written notice prior to renewal:

2.4.1          increase Subscription Fees by up to five percent (5%) of the total Subscription Fees Paid in the preceding Year of the Subscription Term; and

2.4.2          further adjust Subscription Fees payable to reflect Customer’s actual or anticipated usage of Canvas, including where usage during the preceding Year exceeded or for the forthcoming Year is reasonably expected to exceed the usage limits or entitlements set out in the Order Form.

The revised Subscription Fees shall apply for the duration of the applicable Renewal Term.

3           DATA PROCESSING AND INFORMATION SECURITY

3.1       Watermelon and Customer agree to comply with Data Protection Laws at all times in the provision and use (as applicable) of Canvas, the Documents and any Insights.

3.2       For the purposes of Data Protection Laws, Customer shall be the data controller and Watermelon shall be the data processor of all Customer Data and is processing the Customer Data solely pursuant to the written instructions of the Customer.

3.3       The Customer is solely responsible for:

3.3.1          determining the purposes and means of processing Respondent Data;

3.3.2          the design, content, configuration and distribution of surveys;

3.3.3          selecting respondents and determining the lawful basis for processing personal data;

3.3.4          providing required privacy notices; and

3.3.5          obtaining all necessary consents.

3.4       You confirm that you have read and understood our Privacy Notice at https://my-canvas.io/canvas-privacy-notice), which sets out the information we are required to provide you under Data Protection Laws in relation to who we are, how and why we process the Customer Data, and the rights of individuals in relation to that processing.

3.5       Watermelon shall process the Customer Data solely to provide, maintain, secure and support the provision of Canvas, to comply with its legal obligations and to generate Aggregated Data.

3.6       You warrant that you have obtained all necessary permissions required under Data Protection Laws for Watermelon to process the Customer Data.

3.7       Watermelon may engage sub-processors in accordance with the Privacy Notice and as otherwise set out in this agreement.

3.8       Watermelon shall not use Customer Data or Respondent Data for its own marketing purposes or disclose such data to third parties except as required to provide Canvas or comply with applicable law.

3.9       Where required by applicable law, the parties may agree additional data processing terms in writing.

3.10    Watermelon shall implement and maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

3.11    Such measures shall be consistent with recognised industry standards and Watermelon's information security management system, including certification to ISO/IEC 27001.

3.12    Upon reasonable written request, Watermelon shall make available relevant security certifications and/or summaries of independent audit reports.

4           USE OF THE SUBSCRIPTION SERVICE

4.1       You undertake that:

4.1.1          the maximum number of Authorised Users that you authorise to access and use Canvas shall not exceed the number of User Subscriptions, surveys, respondents you have purchased from time to time;

4.1.2          you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Canvas;

4.1.3          you shall permit Watermelon or Watermelon's designated auditor to audit you to verify that your use of Canvas does not exceed the total number of User Subscriptions purchased. This audit may take place physically on the Customer's premises, or remotely, at Watermelon's option, and Watermelon may deploy reasonable online audit tools via Canvas for these purposes;

4.1.4          you shall supervise and control the use of Canvas, the Documents and any Insights to ensure they are used by your employees and representatives only in accordance with the terms of this agreement; and

4.1.5          you shall comply with all applicable technology control or export laws and regulations.

4.2       Where Watermelon reasonably determines Customer usage materially exceeds agreed limits or adversely affects platform performance, stability or security, Watermelon may:

4.2.1          require the Customer to reduce usage;

4.2.2          charge additional Fees at Watermelon's then-current rates (pro-rated where relevant); and/or

4.2.3          temporarily restrict, throttle, or rate-limit usage.

4.3       Watermelon shall use reasonable efforts to notify the Customer before taking action under clause 4.2 except where immediate action is required to protect live fieldwork, platform security or stability.  Repeated or sustained excessive use following notice constitutes a material breach

4.4       You shall:

4.4.1          provide Watermelon with:

4.4.1.1          all necessary co-operation in relation to this agreement; and

4.4.1.2          all necessary access to such information as may be required by Watermelon, to the extent required to provide you with access to Canvas, including but not limited to Customer Data, security access information and configuration services;

and

4.4.2          ensure that your network and systems comply with the relevant specifications provided by Watermelon from time to time.

4.5       You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data. You hereby license us to use the Customer Data for:

4.5.1          the proper performance of Canvas;

4.5.2          the purposes set out in our Privacy Notice as described in clause 3; and

4.5.3          all other purposes relevant to the proper exercise of our rights and obligations under this agreement.

5           SUBSCRIPTION LICENCE AND RESTRICTIONS  

5.1       In consideration of the payment by you of the Subscription Fees set out in the Order Form and you agreeing to abide by the terms of this agreement, we grant to you, for the purpose of your internal business operations, a non-exclusive, non-transferable, non-sublicensable, revocable (in the case of breach or in accordance with clause 5.4) licence to access and use Canvas and the Documents and to use any Insights.

5.2       Except as expressly set out in this agreement or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:

5.2.1          attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the underlying software of Canvas in any form or media or by any means;

5.2.2          attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Canvas;

5.2.3          access all or any part of Canvas to build a product or service which competes with Canvas;

5.2.4          use Canvas, the Documents or any Insights to provide services to third parties;

5.2.5          license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Canvas, the Documents or any Insights available to any third party except the Authorised Users;

5.2.6          use Canvas as a general-purpose data storage, marketing automation, messaging, CRM, or communications platform; or

5.2.7          attempt to obtain, or assist third parties in obtaining, access to Canvas, the Documents or any Insights, other than as provided under this agreement.

5.3       You shall not:

5.3.1          distribute or transmit to Watermelon any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;

5.3.2          attempt to re-identify anonymised or Aggregated Data or combine any Respondent Data with other datasets which may allow the identification of individuals.

5.3.3          store, access, publish, disseminate, distribute or transmit any material which:

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

5.3.3.2          facilitates illegal activity;

5.3.3.3          depicts sexually explicit images;

5.3.3.4          promotes unlawful violence;

5.3.3.5          is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

5.3.3.6          is otherwise illegal or causes damage or injury to any person or property.

5.4       We reserve the right to disable your access to Canvas, the Documents and any Insights without notice if we reasonably suspect a breach of this clause 5.

6           INTELLECTUAL PROPERTY RIGHTS

6.1       You acknowledge and agree that all intellectual property rights in Canvas, the Documents Aggregated Data and any Insights anywhere in the world belong to us or our licensors, that rights in Canvas, the Documents, Aggregated Data and any Insights are licensed (not sold) to you, and that you have no rights in, or to, Canvas, the Documents, Aggregated Data and any Insights other than the right to use them in accordance with the terms of this agreement.

6.2       You further acknowledge and agree that the Insights may be derived from, incorporate, or rely upon data provided by third-party platforms, and that our ability to license the Insights to you, and your use of Canvas more generally, is and shall remain strictly subject to any restrictions, limitations or revocation rights imposed by such third-party rights holders. We make no warranties or representations as to the availability, accuracy, or continued accessibility of any third-party data, and shall have no liability to you in the event that any third-party data is withdrawn, modified, restricted, or otherwise becomes unavailable. We reserve the right, without liability, to amend, suspend, or terminate your access to any part of the Insights or Canvas where continued use would conflict with such third-party rights or restrictions.

6.3       You acknowledge that you have no right to have access to any aspect of Canvas in source code form.

7           THIRD-PARTY PLATFORMS AND HOSTING

7.1       Canvas may utilise third-party platforms or services for the purposes of providing infrastructure, hosting, monitoring or support services or providing elements of Canvas' functionality (including, without limitation, Microsoft Azure and Open AI) (each a "Third-Party Platform").

7.2       You acknowledge and agree that:

7.2.1          your access to, and use of Canvas is subject to the relevant Third-Party Platform's own terms and conditions, privacy policies and applicable usage restrictions (together, the "Third-Party Terms"); and

7.2.2          you are solely responsible for reviewing, understanding and complying with all Third-Party Terms, and for maintaining any necessary authorisations or permissions required to connect those services.

7.3       We make no representation or warranty and to the fullest extent permissible by law shall have no liability to you (whether under this agreement or otherwise) in respect of any act, omission, data handling, downtime, loss or other matter arising from or relating to any Third-Party Platform. You shall indemnify and hold us harmless from and against all losses, damages, costs and expenses (including reasonable legal fees) suffered or incurred by us as a result of any breach by you of, or any act or omission by you or any Authorised User in connection with, any Third-Party Terms.

7.4       Where Customer enters into the Order Form and agreement with i) Watermelon Research Limited, Canvas shall be hosted in Microsoft Azure data centres located in the United Kingdom or the European Union or ii) Chime Australia Pty Limited t/a Watermelon Research, Canvas shall be hosted in Microsoft Azure data centres located in Australia.

7.5       For the purposes of the Data Protection Laws, such Third-Party Platform providers may be sub-processors of personal data contained within the Customer Data.  Watermelon remains responsible for the performance of its sub-processors in accordance with Data Protection Laws.  The Client acknowledges that such sub-processors may process data solely for the purpose of enabling the provision of Canvas, subject to appropriate contractual and security safeguards. The relevant privacy information for these Third-Party Platform providers is available via the Canvas website at https://my-canvas.io/subprocessors. Watermelon may update its Sub-Processors from time to time in accordance with applicable Data Protection Laws.

8           SUPPORT, AVAILABILITY AND MAINTENANCE

8.1       Support hours, response targets, service availability commitments and scheduled maintenance windows shall be as set out in the Canvas service level agreement available at https://my-canvas.io/sla as updated from time to time.

8.2       Customers are responsible for reviewing the current version of the SLA published at the above link. In the event of any conflict between these terms and the SLA, the SLA shall prevail in respect of support availability and maintenance matters.

9           NO WARRANTY  

9.1       You acknowledge and agree that Canvas, the Documents and any Insights are provided "as is" and that you are therefore responsible for making your own decision as to the efficacy and appropriate use of Canvas, the Documents and any Insights.

9.2       Without prejudice to the generality of clause 9.1, you further acknowledge and agree that:

9.2.1          the Insights may comprise AI-generated outputs and recommendations based on Customer Data, and that such outputs and recommendations may be:

9.2.1.1          incomplete, inaccurate, subject to omissions, or contextually limited based on the specific request parameters, the scope of the Customer Data, or system behaviour; and

9.2.1.2          subject to AI interpretation, which may not reflect the nuances, limitations, or the evolving nature of the Customer Data;

9.2.2          your use of any AI-generated outputs and recommendations is at your sole risk; and

9.2.3          we do not guarantee and expressly disclaim all warranties, including as to accuracy, completeness, reliability, or fitness for a particular purpose, of any AI-generated outputs or recommendations, and we shall not be responsible or liable for any business outcomes, decisions, actions, losses, damages or other consequences arising out of or relating to reliance upon any such AI-generated outputs or recommendations.

9.3       We exclude, and you agree to waive, any and all warranties, representations, terms and conditions (to the extent that they may lawfully be so excluded and waived) which may otherwise be implied by law or by custom or trade practice in respect of the supply and use of Canvas, the Documents and any Insights, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose.

9.4       You are solely responsible and liable for your relationship with, and for making Canvas and the Documents available to, Authorised Users, and will hold Watermelon harmless against and indemnify Watermelon for any claims or losses that it suffers or incurs as a result of any claim from any Authorised User.

10         LIMITATION OF LIABILITY  

10.1    You accept responsibility for the selection of Canvas to achieve your intended results and acknowledge that Canvas, the Documents any Insights have not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to, or any regulated activity that you may be engaged in (each a "Regulated Activity"). If you use the Services for any Regulated Activity you agree to comply with any requirements that apply to such Regulated Activity from time to time (including in any jurisdiction in which you operate or where the Regulated Activity is undertaken) and you shall defend, indemnify and hold us harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this clause.

10.2    We only supply Canvas for internal use by your business, and you agree not to use Canvas, the Documents or any Insights for any resale purposes.

10.3    We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

10.3.1        loss of profits, sales, business, or revenue;

10.3.2        business interruption;

10.3.3        loss of anticipated savings;

10.3.4        wasted expenditure;

10.3.5        loss or corruption of data or information;

10.3.6        loss of business opportunity, goodwill or reputation,

where any of the losses set out in clause 10.3.1 to clause 10.3.6 are direct or indirect; or

10.3.7        any other special, indirect or consequential loss, damages, charges or expenses.

10.4    Other than the losses set out in clause 10.3 (for which we are not liable), our maximum aggregate liability under or in connection with this agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the amount of the Subscription Fees actually paid by you in the 12-month period preceding the relevant claim. This maximum cap does not apply to clause 10.5.

10.5    Nothing in this agreement shall limit or exclude our liability for:

10.5.1        death or personal injury resulting from our negligence;

10.5.2        fraud or fraudulent misrepresentation; or

10.5.3        any other liability that cannot be excluded or limited by English law.

10.6    Without prejudice to the generality of the foregoing provisions, Licensor will not be liable for any error, vulnerability or defect contained in, or any downtime or failure to provide you or any Authorised Users with access to Canvas or any other loss or liability (including security failures and/or breaches and any disclosure, modification or deletion of data) which was directly or indirectly caused by: (i) any Customer Data; (ii) the transfer of data over communications networks and facilities (including the internet); or (iii) any use of Canvas outside its intended purpose or in a way which contradicts the terms of this agreement.

11         TERM AND TERMINATION  

11.1    This agreement shall commence on the Effective Date and continue for the Initial Term specified in the Order Form.  Thereafter this agreement shall automatically renew for successive Renewal Terms unless either party gives written notice of non-renewal in accordance with clause 11.2 below.

11.2    Either party may terminate this agreement upon the provision of not less than ninety (90) days' written notice prior to the expiry of the Initial Term or the then-current Renewal Term.

11.3    Either party may terminate this agreement immediately by written notice if the other party commits a material breach of this agreement which it fails to remedy (if remediable) within thirty (30) days after the service of written notice requiring it to do so.

11.4    On termination for any reason:

11.4.1        all rights granted to you under this agreement shall cease;

11.4.2        you shall not be entitled to any refund of Subscription Fees; and

11.4.3        you must immediately cease all activities authorised by this agreement.

12         COMMUNICATIONS BETWEEN US  

12.1    We may update the terms of this agreement at any time and where reasonably practicable notify you of such updated terms, however, you should regularly check for the most recently updated terms at https://my-canvas.io/terms. Your continued use of Canvas, the Documents and any Insights shall constitute your acceptance to the terms of this agreement, as varied. If you do not wish to accept the terms of this agreement (as varied) you must immediately stop using Canvas, the Documents and any Insights on the deemed receipt and service of the notice.

12.2    If we have to contact you, we will do so by email or by pre-paid post to the address you provided when you registered for Canvas.

12.3    Any notice:

12.3.1        given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

12.3.2        given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

12.4    In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

13         EVENTS OUTSIDE OUR CONTROL  

13.1    We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by an "Event Outside Our Control". An Event Outside Our Control is defined below in clause 13.2.

13.2    An Event Outside Our Control means any act or event beyond our reasonable control.

13.3    If an Event Outside Our Control takes place that affects the performance of our obligations under this agreement:

13.3.1        our obligations under this agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

13.3.2        we will use our reasonable endeavours to find a solution by which our obligations under this agreement may be performed despite the Event Outside Our Control.

14         OTHER IMPORTANT TERMS  

14.1    We reserve the right to change, modify, or otherwise alter the terms of this agreement at any time without notice to you.

14.2    We may transfer our rights and obligations under this agreement to another organisation, but this will not affect your rights or our obligations under this agreement.

14.3    You may only transfer your rights or your obligations under this agreement to another person if we agree in writing.

14.4    This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

14.5    You acknowledge that in entering into this agreement you do 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.

14.6    You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

14.7    A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

14.8    A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

14.9    Each of the clauses of this agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clause will remain in full force and effect.

14.10  This agreement, its subject matter and its formation (and any non-contractual disputes or claims) are i) when entered into on the Order Form by Watermelon as Watermelon Research Limited, governed by English law and the parties both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales or ii) when entered into on the Order Form by Watermelon as Chime Australia Pty Limited t/a Watermelon Research, governed by the laws of New South Wales, Australia and the parties both irrevocably agree to the exclusive jurisdiction of the courts of New South Wales, Australia.

ONLY SIGN THE ORDER FORM IF YOU AGREE TO THESE TERMS