(A) This is an Agreement between Volta Audio Limited with registered office at Tower House, 81 Fieldgate Street Apt 126, London, United Kingdom, E1 1GW and registered number 12078497 (“Volta”), and the legal entity ordering the Services as identified in the relevant order process.
(B) Volta has developed and makes available certain software applications and platforms, enabling Creators to create layers over or within audio visual content by the addition of certain augmentation features.
(C) Subject to agreeing an order for the relevant services, Volta agrees to provide, and the Creator has agreed to take and use Volta's services subject to the terms and conditions of this Agreement.
1. Interpretation
1.1. In this Agreement, unless the contrary intention appears:
“Agreement” means these terms and conditions together with all the recitals, clauses, schedules, annexes and all other documents referred to herein including the relevant order forms;
“Asset Store Services” means the ability for the Creator to access and use Volta Materials and Existing Creator Worlds, and to submit their own Creator World for use by other Creators;
“Augmentation Features” means all augmentation, 3D or other enhancement functionality and the creative outputs related to the same as built onto or over the Creator Materials as provided by Volta as a result of the Services;
"Authorised Users" means those employees, agents and contractors of the Creator who use the Services on behalf of the Creator;
“Creator” means the legal entity ordering the Services as identified in the relevant Order; “Creator Materials” means (including but not limited to) all materials, music, recordings, streams, video, text, pictures, images, sound, graphics, data, information, logos, data, content or other materials used in conjunction with the Platform by the Creator or otherwise on its behalf;
“Creator System” means the Creator’s own systems, databases or other tools that it may wish to use to enable it to interact with the Platform, or otherwise to input Creator Material;
“Creator World” means the Creator output from use of the Services combining Augmentation Features with their own Creator Materials, or other assets such as Volta Materials and Existing Creator Worlds; “Existing Creator World” means any output created by other Creators from use of the Services which are licensed back to Volta and made available via the Asset Store Services;
“Fan(s)” means any fans or other users who viewer or otherwise interact with the published Creator World. “Fees” means the fees for the Services as agreed between the parties under an Order, and as further described in clause 5;
“Force Majeure Event” means any event or sequence of events beyond a party’s reasonable control and which prevents it from, or delays it in, performing its obligations under this Agreement, including (a) an act of God, flood, storm, drought, earthquake, or other natural disaster; (b) adverse weather conditions; (c) any cause or event arising out of or attributable to war, civil commotion or terrorist activity (or threat thereof); (d) any law, or any governmental order, rule or regulation; (e) fire or explosion; (f) labour dispute including strikes, industrial action, lockouts or boycott; (g) a shortage of raw materials; (h) power outages, blockages, or internet or telecoms failure; and (i) any epidemic or pandemic and compliance with any applicable governmental guidelines designed to prevent the spread of the relevant disease;
"Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, confidential information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
“Laws” means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirement of any relevant government or governmental agency; “Order” means the specific order for Services as agreed between the parties;
“Platform” means the Volta software, applications and platform, including the Software, and all versions, amendments and improvements thereto, via which the Platform Services are made available, including enabling the use or functionality of the AUGMENTATION Features, and the Asset Store Services;
“Platform Data” means all usage and/or statistical or other data, information, learnings or know how related to and/or derived from the use of the Platform by customers and users, only in anonymised and aggregated form, and at all times not including Creator Materials or Creator Confidential Information. "Platform Services" means the services provided by Volta via the Platform allowing the Creator to download the Software and enable the Augmented Features to create Creator Worlds and/or other enhancements to its Creator Materials or to the assets licensed from the Asset Store Services; “Revenue Share” means the agreed share of revenues generated from the reuse of a Creator World in the Asset Store Services, and/or the agreed share of revenues generated from Fan interactions with the Creator World;
“Services” means any services to be supplied by Volta under this Agreement, which may include the Platform Services and Asset Store Services, as appropriate;
“Software” means the Volta owned or controlled software tool(s) made available for download via the Platform;
“Virus” means any “back door”, “Trojan Horse”, “time bomb”, “worm”, “drop dead device”, “virus” or other software intended or designed, or having the effect, to disable, erase, corrupt, destroy or otherwise damage or interfere with, or provided unauthorised access to, computer systems or any software stored on those computer systems;
“Volta Materials” means (including but not limited to) all materials, music, video, text, pictures, images, sound, graphics, logos, content or other materials made available by Volta for use by the Creator to create Creator Worlds, but not including any Existing Creator Worlds;
“Working Day” means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.
1.2. In this Agreement, unless the context otherwise requires: words importing a gender include any other gender; words in the singular include the plural and vice versa; a reference to a person shall include a company, partnership, joint venture, association, corporation or other body corporate; a reference to any Law or standard shall include a reference to that Law or standard as amended, extended, consolidated or re-enacted from time to time; a reference to a document shall include all authorised amendments, supplements to and replacements to that document; a reference to the parties shall include their permitted successors and assigns; where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall have corresponding meanings; and the words ‘include’, ‘including’, ‘for example’ or similar words shall be construed as illustrative and without limitation to the generality of the related words.
1.3. The headings are inserted for convenience only and shall not affect the construction of this Agreement.
1.4. Unless otherwise stated a reference to a clause or a schedule or a party is a reference to a clause in or a schedule to or a party to this Agreement.
2. SERVICES
2.1. Subject to acceptance by Volta of a relevant Order, Volta will provide the Services which will include the Platform Services and Asset Store Services as appropriate.
2.2. To the extent necessary to provide the Platform Services, Volta grants to the Creator a non-exclusive, non-transferable right to access and use the Platform in accordance with the permissions, restrictions and other details set out herein, solely for the Creator's own business purposes in relation to the receipt of the Services, and subject to the terms and conditions of this Agreement.
2.3. In relation to the Software, Volta grants to the Creator a non-exclusive, non-transferable licence to use the Software on these terms:
(a) download, install and use the Software for the Creator’s internal business purposes only with one install on a single machine;
(b) make up to one copy of the Software for back-up purposes only;
(c) use, on the same terms, any supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time; and
2.4. The Asset Store Services will enable the Creator to:
(a) access and use certain Volta Materials and Existing Creator Worlds for use in the creation of the Creator’s own Creator World;
(b) submit their own Creator World or other assets to the Asset Store Service for use by other Creators in the creation of their own Existing Creator Worlds.
2.5. To the extent necessary to enable the above use in 2.4(a), Volta grants to the Creator a non-exclusive, non-transferable right to access and use the Volta Materials and Existing Creator Worlds, along with the Augmentation Features, in accordance with the permissions, restrictions and other details set out herein, solely for the Creator's own business purposes in relation to the use of the Services for the creation of Creator Worlds.
2.6. Such license above in relation to the Existing Creator Worlds and related Creator Materials from other Creators is “as is”, and to the fullest extent permitted by applicable law Volta disclaims all warranties with regard to such Existing Creator Worlds and/or Creator Materials whether express, implied or statutory, including without limitation any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose or use, satisfactory quality, or quiet enjoyment.
2.7. To the extent necessary to enable the above use in 2.4(b) by Volta and other Creators, Creator grants to the Volta a sublicensable right to access and use any Creator Worlds submitted to the Asset Store Services to enable the license to other Creators for their own business purposes for incorporation in their own Creator Worlds.
3. VOLTA'S OBLIGATIONS AND WARRANTIES
3.1. Volta shall perform the Services with all reasonable skill and care and good industry practice, and will comply with all applicable Laws with respect to its activities under this Agreement.
3.2. Volta warrants and represents that:
(a) it has full right, power and authority to enter into this Agreement;
(b) it has all the rights, licences, permits, approvals and clearance of third party rights as required by the Laws and as are necessary to perform its obligations and grant the relevant rights under this Agreement; and
(c) the Platform and Augmentation Features and Volta Materials (but excluding always in respect of the Creator Materials and Existing Creator Worlds) will, to the best of its knowledge, not infringe the statutory, common law, or Intellectual Property Rights of any third party.
3.3. Volta's obligations and warranties with regard to and the Services and other provisions of this Agreement shall not apply to the extent of any non-conformance which is caused: by use of the Services contrary to the terms of the Agreement and/or Volta's reasonable instructions; by modification or alteration of the Augmentation Features or Volta Materials by any party other than Volta or Volta's duly authorised contractors or agents; by combination or integration of the Services, Augmentation Features or Volta Materials with any third party or Creator Systems or services contrary to the terms of the Agreement; by the Creator Materials, Creator Systems, Creator dependencies; or by other Creator breach of the Agreement.
3.4. In any event, Volta:
(a) Does not make any warranties in relation to the content or clearances in the Existing Creator Worlds and/or the Creator Materials incorporated therein or otherwise, and the license to use the same is at the Creators own risk;
(b) does not warrant that the Creator's use of the Services will be uninterrupted or error-free; and (c) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Creator acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
(d) makes no warranties or other assurances as to the fitness for purpose of the Services nor that they will meet the Creator's requirements or produce any specific business benefits, have any particular effectiveness nor create any revenue or other benefits.
3.5. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose. The rights of the Creator as set out in this Agreement are its sole remedy which includes every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, statute, tort (including negligence), misrepresentation, restitution or otherwise and are to the exclusion of any its rights and remedies implied by statute and common law.
4. CREATOR'S OBLIGATIONS AND WARRANTIES
4.1. The Creator shall:
(a) comply with all applicable Laws with respect to its activities under this Agreement;
(b) obtain and shall maintain all necessary licences, consents, and permissions necessary for Volta, its contractors and agents to perform their obligations under this Agreement; and
(c) have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Creator Materials.
4.2. The Creator warrants and represents that:
(a) it has full right, power and authority to enter into this Agreement;
(b) it has all the rights, licences, permits, approvals and clearance of third party rights as required by the Laws and as are necessary to perform its obligations under this Agreement;
(c) the Creator Material, including their use in the Creator Worlds, and its use in accordance with this Agreement does not and will not infringe the statutory, common law, Intellectual Property Rights or other rights of any third party, or result in the violation of any applicable law or regulation;
(d) the Creator Material does not and will not be, nor shall the Creator otherwise use the Services or Augmentation Features or Volta Materials in a way that could be, unlawful, harmful, threatening, defamatory, obscene, indecent, infringing, discriminatory, hateful, abusive, harassing, racially or ethnically offensive, facilitate illegal activity, or be in breach of any confidentiality;
(e) the Creator is either the sole and exclusive owner of all Creator Material made available or managed on or through the Platform and/or it has all rights, licenses, consents and releases that are necessary in and to such Creator Material, as necessary in relation to the Platform and use made of the content by the Creator and/or Services provided by Volta, including but not limited in relation to (i) the owner(s) of any sound recording(s), (ii) any necessary waiver of exclusivity required from any third party for featuring the musical performances of any person, (iii) any rights to synchronise, make available or otherwise exploit any compositions either performed live or embodied in any sound recordings as featured in the Creator Materials.
4.3. In relation to the Authorised Users, the Creator shall:
(a) not provide access to the Platform other than to its Authorised Users;
(b) procure that each Authorised User keeps secure the password and account details for their use of the Platform, and that such password is kept confidential;
(c) be responsible for all activities that occur under the Creator's account, and for any access to or use of the Platform including submission of Creator Material or other data by any person or entity using the account or any password whether or not such access, submission or use has been authorised by the Creator;
(d) if it believes that there has been any breach of security such as the disclosure, theft or unauthorised use of any username or password, notify Volta immediately;
(e) ensure that the Authorised Users are notified of the relevant terms, rules or restrictions relating to their usage and access of the Platform and/or Services, and in any event that they use the Platform and/or Services in accordance with the terms and conditions of this Agreement, and the Creator shall be responsible for any Authorised User’s breach of this Agreement.
4.4. The Creator shall not and shall not permit any third party to:
(a) attempt to download, copy, edit, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Platform, Software, Augmentation Features, Volta Materials or the Existing Creator Worlds except to the extent expressly set out in this Agreement; or
(b) attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Platform or Software (including for the avoidance of doubt the Augmentation Features), except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
(c) access the Platform, Software or Services in order to build a product or service which competes with the Platform and/or the Services;
(d) resell, sublicense or otherwise use the Platform, Software or Services to provide services to third parties, unless otherwise specifically agreed in writing; or
(e) attempt to obtain, or assist third parties other than Authorised Users, in obtaining, access to the Platform, Software or Services;
(f) remove or obscure any logos, watermarks or credits displayed with the Augmentation Features outputs.
4.5. The Creator shall ensure that it takes all necessary steps to prevent any unauthorised access to, or use of, the Platform or Services and notify Volta immediately of any such unauthorised access or use.
4.6. The Creator shall not access, store, distribute or transmit any Viruses into or via the Platform or Services.
4.7. The rights and services provided under this Agreement are granted to the Creator only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Creator.
5. FEES AND REVENUE SHARES
5.1. The Creator will pay to Volta any applicable Fees for providing the Services as may be set out in the Order.
5.2. The Creator will pay to Volta any applicable Fees for access to and use of any Volta Materials and/or Existing Creator Worlds as may be set out in the Asset Store Service.
5.3. The Creator will pay to Volta any applicable Revenue Shares generated from Fans’ interactions with the Creator World.
5.4. Volta will pay to Creator any applicable Revenue Shares generated from the reuse of a Creator World as an Existing Creator World in the Asset Store Services.
5.5. All sums payable under this Agreement are exclusive of VAT which will be payable in addition to the sum in question at the rate and in the manner prevailing at the relevant tax point.
5.6. Fees and expenses are non-refundable and payable within thirty (30) days of receipt of properly submitted invoices.
5.7. If any sums due under this Agreement are not paid when due the relevant party may charge interest in respect of those sums from the date due until payment is made in full (before and after any judgment) at 4% per annum over Royal Bank of Scotland base rate from time to time accruing on a daily basis, and in the case of Volta, Volta may suspend the Creator's access to the Platform and/or Services.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. The Creator acknowledges and agrees that Volta and/or its licensors own all Intellectual Property Rights in the Platform, Software, Services, including the Augmentation Features and Volta Materials , and the Platform Data.
6.2. Volta grants the Creator the right to use the Augmentation Features, Volta Materials and Existing Creator Worlds only in association with and combined or displayed with the Creator Materials, subject to and on the terms of this Agreement. Except as stated in this Agreement Volta, does not grant the Creator any rights in respect of the Platform, Services, Augmentation Features, Volta Materials and Existing Creator Worlds , Platform Data and/or any related documentation.
6.3. Volta acknowledges and agrees that the Creator and/or its licensors own all Intellectual Property Rights in the Creator Material and Creator World, save for the avoidance of doubt in any elements relating to the Platform, Augmentation Features, Volta Material and Platform Data.
6.4. The Creator grants Volta the right to use the Creator Materials, and as appropriate any Creator Worlds added to the Asset Store Service, to fulfil the Services subject to and on the terms of this Agreement. Except as stated in this Agreement the Creator does not grant Volta any rights in respect of the Creator Materials or Creator Worlds.
7. INDEMNITIES
7.1. Volta will indemnify the Creator from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Creator and payable to a third party in relation to claims or actions as a result of or in connection with any breach by Volta of clause 3.2.
7.2. The Creator will indemnify Volta from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against Volta and payable to a third party in relation to claims or actions as a result of or in connection with any breach by the Creator of clause 4.2.
7.3. Each Party will fully indemnify the other from and against any and all losses, damages, claims, penalties, fines, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the other as a result of or in connection with any breach by the other of clause 8 (Confidentiality).
7.4. In all cases the indemnified party agrees to:
(a) promptly notify the indemnifying party of any allegation of infringement or other claim that may give rise to reliance on an indemnity, which comes to its attention, and give the indemnifying party all reasonable assistance subject to reimbursement by the indemnifying party of the indemnified party’s costs so incurred;
(b) not to make any admission, settle, compromise or negotiate the settlement of any such claim without the prior consent of the indemnifying party (such consent not to be unreasonably withheld) provided that the indemnifying party considers and defends any claim diligently, using competent counsel and in such a way as not to bring the reputation of the indemnified party into disrepute; and
(c) allow the indemnifying party to conduct and settle all negotiations and proceedings, save that the indemnifying party may not conclude settlement of any negotiations and proceedings which may have a material effect (whether financial, practical or in terms of reputation) on the indemnified party without the indemnified party’s prior written consent which will not be unreasonably withheld.
8. CONFIDENTIALITY
8.1. Neither party shall without the consent of the other during the term of this Agreement or following its termination use the other party's "Confidential Information" (meaning all information in any form which is secret or not publicly available either in its entirety or in part including commercial, financial, marketing, or technical information, know how, trade secrets, business methods and other information in any form, and any reproductions of such information in any form or any part(s) of this information) for any other purpose than as strictly necessary to fulfil this Agreement, nor disclose the other party’s Confidential Information to any other person unless necessary for the performance of obligations under this Agreement.
8.2. Any party disclosing Confidential Information in accordance with the above clause shall procure that the person to whom such information is disclosed is made aware of the obligations of confidentiality under this Agreement and complies with those obligations as if it were a party to this Agreement.
8.3. The confidentiality restrictions do not apply to Confidential Information:
(a) which is in or comes into the public domain other than through breach of this Agreement; (b) insofar as it comes lawfully into the possession of the recipient party from a third party; (c) which the recipient party can prove was already known to it before its receipt from the providing party; and
(d) to the extent that it is required to be disclosed by law or the requirements of any recognised stock exchange, or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law.
8.4. Volta acknowledges that the Creator Material is the Confidential Information of the Creator.
8.5. The Creator acknowledges that details of this Agreement, Fees, Platform and the Services, are the Confidential Information of Volta.
9. LIMITATION OF LIABILITY
9.1. Nothing in this Agreement shall in any way exclude or limit either party’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation or for any other liability which may not be excluded by law.
9.2. Subject to clause 9.1, neither party will be liable, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, for any of the following losses or damage (whether or not such losses or damage were direct, foreseen, foreseeable, known or otherwise) howsoever arising in respect of any:
(a) special, indirect, incidental or consequential loss or damage;
(b) loss of actual or anticipated profits;
(c) loss of business or contracts;
(d) loss of revenue or of the use of money;
(e) loss of anticipated savings; and/or
(f) loss of goodwill, arising out of or in connection with this Agreement.
9.3. Subject to clause 9.1, and save in relation to clause 7.2 and 7.3, each party’s total aggregate liability arising out of, or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no event exceed the greater of two times the annual Fees paid by the Creator in the previous 12 months or £500.
9.4. If at any time an allegation of infringement is made in respect of the Platform or Services, Volta may at its own expense:
(a) modify the Platform or Services;
(b) replace the Platform or Services with non-infringing software or Services; and/or
(c) require the Creator to alter the way in which it uses the Platform or Services,
so as to avoid the infringement or alleged infringement, in all cases without diminishing or curtailing any of the material functions or facilities or the performance of the Platform or Services. If it is unable to do the above, Volta may terminate this Agreement and refund pro rata to the Creator such part of any sums paid by the Creator which relate to the unexpired portion of the Agreement.
10. TERM AND TERMINATION
10.1. This Agreement shall, commence on the date an order for the Services is accepted by Volta and shall continue until terminated as provided herein.
10.2. Either party (the "Terminating Party") may terminate this Agreement, immediately by giving written notice to the other (the "Defaulting Party") if:
(a) the Defaulting Party is in material breach of any provision of this Agreement which is not remediable or, if remediable, is not remedied with a period of 20 Working Days after the Terminating Party has given notice to the Defaulting Party requiring such breach to be remedied;
(b) the Defaulting Party's financial position is such that either the Defaulting Party, its directors, shareholders or creditors take or are entitled to take steps to institute formal insolvency proceedings with respect to the Defaulting Party of a type provided for by the Insolvency Act 1986 (or any similar or analogous legislation, whether under English law or otherwise), including without limitation administration, liquidation, administrative receivership, receivership, voluntary arrangement, scheme of arrangement or bankruptcy, or if the Defaulting Party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
10.3. Volta may terminate this Agreement, by giving not less than 14 days' written notice to the Creator if the Creator fails to make any overdue payment to Volta within 30 days of the Creator receiving a written notice from Volta demanding such overdue payments.
10.4. If Volta terminates this Agreement under clause 10.2 or 10.3 any fees that would have been payable up to the date of the next anniversary of the Agreement will immediately become due and be payable within 7 days.
10.5. Volta may terminate this Agreement in any event on 30 days’ notice at its discretion. 10.6. On termination of this Agreement for any reason:
(a) all licences granted under the Agreement shall immediately terminate;
(b) the Creator shall return and make no further use of the Platform, documentation and other items (and all copies of them) belonging to Volta;
(c) Volta may destroy or otherwise dispose of any of the Creator Material in its possession unless Volta receives, no later than ten Working Days after the effective date of the termination, a written request for the delivery to the Creator of the then most recent back-up of the Creator Material. Volta shall use reasonable commercial endeavours to deliver the back-up to the Creator within 90 days of its receipt of such a written request, provided that the Creator has, at that time, paid all Fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Creator shall pay all reasonable expenses incurred by Volta in returning or disposing of Creator Material; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
11. FORCE MAJEURE
11.1. Neither party shall be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or any failure to perform any obligations under this Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or failure is due to a Force Majeure Event provided the party whose performance is affected has taken all steps (if any) which it could reasonably be expected to have taken to avoid the effects of and mitigate the effects of the Force Majeure Event.
11.2. A party suffering a Force Majeure Event and seeking to rely on clause 11.1 shall promptly notify the other in writing of the nature and extent of the circumstances giving rise to a Force Majeure Event. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform its obligations for the duration of any Force Majeure Event.
11.3. If the relevant Force Majeure Event prevails for a continuous or aggregate period in excess of ninety (90) days, either party may elect to immediately terminate this Agreement upon written notice and neither party will have any liability to the other except that the Creator will remain liable for any unpaid fees.
12. WAIVER
The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.
13. SEVERANCE
If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.
14. ASSIGNMENT AND SUBCONTRACTING
Neither party shall, without the prior written consent of the other assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, other than by way of security assignment in connection with the Volta’s financing arrangements related to its accounts receivable.
15. VARIATION
This Agreement may not be varied except by an instrument in writing signed by the authorised representatives of all the parties to this Agreement.
16. RELATIONSHIP BETWEEN THE PARTIES
Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party the agent of the other.
17. RIGHTS OF THIRD PARTIES
This Agreement does not confer any rights on any person or party (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.
18. PUBLICITY
18.1. Neither party shall make or issue any announcement or public circular relating to the subject matter of this Agreement without the prior written approval of the other.
18.2. Volta may use the name of the Creator as a factual reference to the fact that the Creator is or was a customer, on its website and in pitch materials, without the prior written consent of the Creator, although any use of the Creator's logo shall be subject to any brand guidelines issued by the Creator.
19. NOTICES
19.1. Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by hand, letter or email and will be addressed to the other party's contact as agreed from time to time.
19.2. Notice delivered by hand will be deemed to have been received when delivered. Posted notice will be deemed received at the time at which it would have been delivered in the normal course of the post. Any notice given in accordance with the above but received on a day which is not a business day or after normal business hours in the place of receipt shall be deemed to have been received on the next business day.
20. ENTIRE AGREEMENT
20.1. This Agreement, and any documents explicitly referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover, including any purchase order terms of the Creator.
20.2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
21. NON-SOLICITATION
The Creator shall not, without the prior written consent of Volta, at any time from the date of this Agreement to the expiry of 12 months after the termination of this Agreement, solicit or entice away from Volta or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Volta in the provision of the Services.
22. GOVERNING LAW AND JURISDICTION
This Agreement and any disputes relating to it will be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts for such purposes.
