TWIRL PLATFORM - TERMS OF USE
Updated on 30th of June 2023
These Terms of Use, shall be deemed incorporated into any contract between a Customer and Twirl forthe provision of Services via the Twirl Platform. Twirl has agreed to provide, and the Customer has agreedto use and (where relevant) pay for, the Services on and subject to these Terms of Use: 1. INTERPRETATION
1.1 The definitions and rules of interpretation in thisclause apply in these Terms of Use.
Authorised User(s): those employees and agentsof the Customer who are authorised by theCustomer to use the Services or, where theCustomer is an individual, the Customer.
Applicable Laws: means: to the extent the UK GDPR applies, the lawof the United Kingdom or of a part of theUnited Kingdom; to the extent EU GDPR applies, the law ofthe European Union or any member state ofthe European Union to which Twirl is subject.
Brief: instructions and specifications for theContent posted onto the Platform by theCustomer, as approved by Twirl.
Confidential Information: information that isproprietary or confidential and is either clearlylabelled as such or identified as ConfidentialInformation in clause 12.6.
Creators: third-party contractors engaged by Twirlfrom time to time via the Twirl Platform to providethe Services.
Customer: the person purchasing the Twirl VideoCredits for use of the Services.
Customer Personal Data: any personal datawhich Twirl processes in connection with thisagreement, in the capacity of a processor on behalfof the Customer.
EU GDPR: the General Data ProtectionRegulation ((EU) 2016/679). Final Content: content agreed between the partiesto be in a final form to be used by the Customer inaccordance with the Brief or which is consideredfinal content in accordance with clause 5.4.
Intellectual Property Rights: patents, utilitymodels, rights to inventions, copyright and relatedrights, trade marks and service marks, trade namesand domain names, rights in get-up, goodwill andthe right to sue for passing off or unfaircompetition, rights in designs, rights in computersoftware, database rights, rights to preserve theconfidentiality of information (including know-how and trade secrets) and any other intellectualproperty rights, including all applications for (and rights to apply for and be granted), renewals orextensions of, and rights to claim priority from,such rights and all similar or equivalent rights orforms of protection which subsist or will subsist,now or in the future, in any part of the world. Paid Ads: promoted or paid for advertising onsocial media or broadcast media or otherwiseonline, or posting of or publishing Content onprint, out-of-home, TV or broadcast media or anyother non-online channel.
Permitted Use: the online promotion of theProduct on Social Media Platform or such otheruse as may be expressly set out in a Brief.
Privacy Policy: Twirl’s privacy policies available athttps://www.usetwirl.com/privacy-policy (as may be updated from time to time).
Products: the product(s) that are the subject of the Brief. Proposed Content: the initial content provided byTwirl prior to the Customer’s approval. Services: the services provided by Twirl to theCustomer under these Terms of Use and via theTwirl Platform in creating the Final Content.
Social Media Platform: the social media platform(s) identified in the Brief. Twirl: Twirl Technologies Ltd company number14027638 and with its registered office 71-75Shelton Street, Covent Garden, London, England, WC2H 9JQ.
Twirl Video Credits: the credits purchased by theCustomer from Twirl through the Twirl Platformin accordance with these Terms of Use.
Twirl Personal Data: any personal data whichTwirl processes in connection with this agreement ,in the capacity of a controller.
Twirl Platform: Twirl’s online software application(s) accessed at www.usetwirl.com or asmay be notified to Authorised Users from time to time.
UK GDPR: has the meaning given to it in the DataProtection Act 2018. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operationof any computer software, hardware or network, any telecommunications service, equipment or
1 network or any other service or device; prevent,impair or otherwise adversely affect access to orthe operation of any programme or data, includingthe reliability of any programme or data (whetherby re-arranging, altering or erasing the programmeor data in whole or part or otherwise); or adverselyaffect the user experience, including worms, trojanhorses, viruses and other similar things or devices. 1.2 Clause, schedule and paragraph headings shall notaffect the interpretation of these Terms of Use. 1.3 A person includes an individual, corporate orunincorporated body (whether or not havingseparate legal personality). 1.4 A reference to a company shall include anycompany, corporation or other body corporate,wherever and however incorporated orestablished. 1.5 Unless the context otherwise requires, words in thesingular shall include the plural and in the pluralshall include the singular. 1.6 Unless the context otherwise requires, a referenceto one gender shall include a reference to the othergenders. 1.7 A reference to a statute or statutory provision is areference to it as it is in force as at the date of theseTerms ofUse. 1.8 A reference to a statute or statutory provision shallinclude all subordinate legislation made under thatstatute or statutory provision relevant time. 1.9 A reference to writing or written includes e-mail. 1.10 References to clauses are to the clauses of theseTerms of Use.
2. THE SERVICES 2.1 Following acceptance of a Brief by Twirl, Twirlshall make the same available to such Creators as itdeems appropriate. Those Creators may (at theirdiscretion) offer to fulfil the Brief, on behalf ofTwirl, for the Customer and any such offers shallbe presented to the Customer via the TwirlPlatform (Creator Offers). 2.2 The Customer may accept one or more CreatorOffers via the Twirl Platform, provided they havesufficient Twirl Video Credits available, and suchacceptance shall create a contract between Twirland the Customer for the provision of the Services . 2.3 Twirl shall have the right to reject any Brief that it,in its sole discretion, deems inappropriate,impractical or otherwise unsuitable. 2.4 Twirl’s acceptance of a Brief does not guaranteeany Creator Offers.
3. USE OF CONTENT AND PLATFORM
3.1 The Customer agrees to take down any FinalContent posted online which includes the
Creator's personal identity (such as their face or other identifying factors) upon the request of Twirl or the Creator at any time after 12 months of the date of the provision of the Final Content.
3.2 Subject to clause
3.1 and to the Customer paying for the relevant Twirl Video Credits and complying with these Terms of Use, Twirl grants to theCustomer a fully paid-up, worldwide, non-exclusive, royalty-free licence to use, copy and edit(provided that it does not change the character ofCreator) the Final Content for the Permitted Use. 3.3 The Customer shall not (and shall procure that itsAuthorised Users do not) access, store, distribute or transmit any Viruses, nor any material during the course of, or in connection with, its use of theServices that: 3.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 3.3.2 facilitates illegal activity; 3.3.3 depicts sexually explicit images; 3.3.4 promotes unlawful violence; 3.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
3.3.6 is otherwise illegal or causes damage orinjury to any person or property; and Twirl reserves the right, without liability orprejudice to its other rights to the Customer, todisable the Customer's access to the Twirl Platformif it breaches the provisions of this clause.
3.4 The Customer shall not (and shall procure that itsAuthorised Users do not): 3.4.1 except as may be allowed by anyapplicable law which is incapable ofexclusion by agreement between theparties and except to the extent expressly permitted hereunder: (a) attempt to copy, modify,duplicate, create derivativ eworks from, frame, mirror,transmit, or distribute all or anyportion of the Twirl Platform,or (b) attempt to de-compile, reversecompile, disassemble, reverseengineer or otherwise reduce tohuman-perceivable form all orany part of the Twirl Platform;or 3.4.2 access all or any part of the Services toobtain Intellectual Property Rightsand/or other knowhow in order to 2 build a product or service whichcompetes, or could compete, with theServices; or 3.4.3 use the Services to provide services tothird parties equivalent or akin to theServices save for as set out in clause 11; or 3.4.4 introduce or permit the introduction ofany Virus into Twirl’s network and information systems; or 3.4.5 edit the Final Content to change thecharacter of Creators (including but not limited to adding voiceover).
4. INPUT DATA AND PRODUCTS 4.1 The Customer shall own all right, title and interestin and to the Brief and shall have sole responsibilityfor the legality, completeness, integrity, accuracyand quality of the Brief. 4.2 Twirl shall, in providing the Services, usereasonable endeavours to protect the privacy andsecurity of the Brief. 4.3 The Customer grants Twirl unlimited, unrestricted ,irrevocable, transferrable and royalty free rights inperpetuity to use the Brief to perform the Services(and improve the Twirl Platform and/or Services) . 4.4 The Customer shall, following acceptance of aCreator Offer: 4.4.1 provide the Creator with access to therelevant Products (as described in the Brief) at the Customer’s costs; 4.4.2 provide the Creator with replacemen tProducts in the event any relevan tProducts arrive damaged or broken at the Customer’s costs; and 4.4.3 provide Twirl with such informationregarding the Products as Twirl mayreasonably require in order to supplythe Services, and ensure that suchinformation is complete and accurate in all material respects. 4.5 The Customer agrees that any Products supplied tothe Creator or Twirl are not considered to bepayment towards any Twirl Video Credits.
5. FINAL CONTENT 5.1 The Customer acknowledges that: 5.1.1 all Intellectual Property Rights in theFinal Content are and will remain theproperty of Twirl and/or the Creator, as the case may be; and 5.1.2 it shall have no rights in or to the FinalContent other than the licence granted under these Terms of Use. 5.2 Whilst Twirl endeavours to ensure the accuracy ofthe Services, the Customer acknowledged that theFinal Content is provided by a Creator who is anindividual and has their own personal style as totheir performance of the Services. Save as set outin clauses 5.3 to 5.5 (inclusive), Twirl shall not beresponsible if the Final Content is not accurate orcomplete. 5.3 Twirl shall cover the costs associated with 1 (or,subject to clause 10.5, up to 3) free of chargerevision of any Proposed Content provided thatsuch Proposed Content (in the reasonable opinionof Twirl) is fundamentally wrong and/or not inaccordance with the Brief (Free Video Revision).Any other or subsequent revisions of the ProposedContent will, unless otherwise agreed with Twirl,be charged at the same rate as the original CreatorOffer. 5.4 The Customer must provide Twirl with writtennotice of any changes to the Proposed Contentwithin 7 days of receiving the Proposed Content(Revision Notice). If the Customer has notprovided Twirl with a Revision Notice within 7days after receiving the Proposed Content, theContent will be considered Final Content. 5.5 Subject to clause 5.6 and in the event the ProposedContent (in the reasonable opinion of Twirl) isfundamentally wrong and not in accordance withthe Brief after the first revision of the ProposedContent in accordance with clause 5.3, theCustomer is entitled to receive a cash refund forthe Twirl Video Credits used by the Customer(Twirl Refund) provided the Customer contactsTwirl within 7 days from receipt of the revisedProposed Content. 5.6 The Twirl Refund only applies to the first Briefproposed by the Customer through the TwirlPlatform and the Customer shall not under anycircumstances qualify for the Twirl Refund inconnection with any subsequent Brief.
6. DATA PROTECTION 6.1 For the purposes of this clause 6, the termscontroller, processor, data subject, personal data,personal data breach and processing shall have themeaning given to them in the UK GDPR. 6.2 Both parties will comply with all applicablerequirements of the Applicable Laws. This clause6 is in addition to, and does not relieve, remove orreplace, a party’s obligations or rights under theApplicable Laws. 6.3 By entering into this agreement, the Customerconsents to (and shall procure all requiredconsents, from its personnel, representatives andagents, in respect of) all actions taken by Twirl inconnection with the processing of Twirl PersonalData, provided these are in compliance with thethen-current version of the Privacy Policy. In the 3 event of any inconsistency or conflict between theterms of the Privacy Policy and this agreement, thePrivacy Policy will take precedence. 6.4 Without prejudice to clause 6.2 the Customer willensure that it has all necessary appropriateconsents and notices in place to enable lawfultransfer of the Twirl Personal Data and CustomerPersonal Data to Twirl and lawful collection of thesame by Twirl for the duration and purposes of thisagreement. 6.5 In relation to the Customer Personal Data, thePrivacy Policy sets out the scope, nature andpurpose ofprocessing by Twirl, the duration oftheprocessing and the types of personal data andcategories of data subject. 6.6 Without prejudice to the generality of clause 6.2Twirl shall, in relation to the Customer PersonalData: 6.6.1 process that Customer Personal Dataonly on the documented instructions ofthe Customer, unless Twirl is requiredby Applicable Laws to otherwise process that Customer Personal Data.Where Twirl is relying on ApplicableLaws as the basis for processingCustomer Processor Data, Twirl shallnotify the Customer of this beforeperforming the processing required bythe Applicable Laws unless thoseApplicable Laws prohibit the Providerfrom so notifying the Customer onimportant grounds of public interest.Twirl shall inform the Customer if, inthe opinion of Twirl, the instructions ofthe Customer infringe Applicable DataProtection Legislation; 6.6.2 implement the technical andorganisational measures set out in thePrivacy Policy to protect againstunauthorised or unlawful processing of Customer Personal Data and againstaccidental loss or destruction of, ordamage to, Customer Personal Data,which the Customer has reviewed andconfirms are appropriate to the harmthat might result from the unauthorisedor unlawful processing or accidentalloss, destruction or damage and thenature of the data to be protected,having regard to the state oftechnological development and the costof implementing any measures; 6.6.3 ensure that any personnel engaged andauthorised by Twirl to processCustomer Personal Data havecommitted themselves toconfidentiality or are under an appropriate statutory or common lawobligation of confidentiality; 6.6.4 assist the Customer insofar as this ispossible (taking into account the natureof the processing and the information available to Twirl), and at theCustomer's cost and written request, inresponding to any request from a datasubject and in ensuring the Customer'scompliance with its obligations underthe Applicable Laws with respect tosecurity, breach notifications, impactassessments and consultations withsupervisory authorities or regulators; 6.6.5 notify the Customer without unduedelay on becoming aware of a personaldata breach involving the Customer Personal Data; 6.6.6 at the written direction of theCustomer, delete or return CustomerPersonal Data and copies thereof to theCustomer on termination of theagreement unless Twirl is required byApplicable Laws to continue to processthat Customer Personal Data. For thepurposes of this clause 6.6.6 CustomerPersonal Data shall be considereddeleted where it is put beyond further use by Twirl; and 6.6.7 maintain records to demonstrate itscompliance with this clause 6. 6.7 The Customer hereby provides its prior generalauthorisation for Twirl to: 6.7.1 appoint processors to process theCustomer Personal Data, provided that Twirl: (a) shall ensure that the terms onwhich it appoints suchprocessors comply with theApplicable Laws, and areconsistent with the obligationsimposed on Twirl in this claus e6; (b) shall remain responsible for theacts and omission of any suchprocessor as if they were theacts and omissions of Twirl; and (c) shall inform the Customer of any intended changesconcerning the addition orreplacement of the processors,thereby giving the Customer theopportunity to object to suchchanges provided that if the 4 Customer objectschanges anddemonstrate, to to thecannotTwirl's reasonable satisfaction, that theobjection is due to an actual orlikely breach of ApplicableLaws, the Customer shallindemnify Twirl for any losses,damages, costs (including legalfees) and expenses suffered byTwirl in accommodating theobjection. 6.7.2 transfer Customer Personal Dataoutside of the UK as reasonablyrequired for the ongoing provision ofthe Services, provided that Twirl shallensure that all such transfers areeffected in accordance with ApplicableLaws. For these purposes, theCustomer shall promptly comply withany reasonable request of Twirl,including any request to enter intostandard data protection clausesadopted by the EU Commission fromtime to time (where the EU GDPRapplies to the transfer) or adopted bythe UK Information Commissionerfrom time to time (where the UK GDPR applies to the transfer). 6.8 Twirl may, at any time on not less than 30 days'notice, revise clause 6 by replacing it (in whole orpart) with any applicable standard clausesapproved by the EU Commission or the UKInformation Commissioner's Office or formingpart of an applicable certification scheme or codeof conduct (Amended Terms). Such AmendedTerms shall apply when replaced by attachment tothis agreement, but only in respect of such matterswhich are within the scope ofthe Amended Terms.
7. THIRD PARTY PROVIDERS
The Customer acknowledges that the Services mayenable or assist it to access the website content of,correspond with, and purchase products andservices from, third parties via third-party websitesand that it does so solely at its own risk. Twirlmakes no representation, warranty or commitmentand shall have no liability or obligation whatsoeverin relation to the content or use of, orcorrespondence with, any such third-party website,or any transactions completed, and any contractentered into by the Customer, with any such thirdparty. Any contract entered into and anytransaction completed via any third-party websiteis between the Customer and the relevant thirdparty, and not Twirl. Twirl recommends that theCustomer refers to the third party's website termsand conditions and privacy policy prior to usingthe relevant third-party website. Twirl does notendorse or approve any third-party website nor thecontent of any of the third-party website madeavailable via the Services and shall have no liabilityto the Customer for any loss or damage suffered as a result of a Customer accessing and/or using anysuch third-party website.
8. TWIRL’S OBLIGATIONS
8.1 Twirl undertakes that the Services will beperformed with reasonable skill and care. 8.2 The undertaking at clause 8.1 shall not apply to theextent of any non-conformance which is caused byuse of the Platform contrary to Twirl’sinstructions. 8.3 These Terms of Use shall not prevent Twirl fromentering into similar agreements with third parties,or from independently developing, using, selling orlicensing documentation, products and/or serviceswhich are similar to those provided hereunder. 8.4 Twirl warrants that it has and will maintain allnecessary licences, consents, and permissionsnecessary for the performance of its obligationshereunder.
9. CUSTOMER’S OBLIGATIONS
9.1 The Customer agrees and undertakes to: 9.1.1 provide Twirl with: (a) all necessary co-operation in relation to these Terms of Use; and (b) all necessary access to such information as may be required by Twirl, in order to provide the Services; 9.1.2 comply with all applicable laws and regulations with respect to its activities hereunder; 9.1.3 carry out all other Customer responsibilities set out in these Terms of Use in a timely and efficient manner; 9.1.4 ensure that the Authorised Users use the Services in accordance with theseTerms of Use and shall be responsible to Twirl for any Authorised User’s breach of these Terms of Use; and 9.1.5 obtain and shall maintain all licences ,consents, and permissions in connection with the Products that are required for Twirl, and its Creators to perform their obligations hereunder. 9.2 The Customer shall own all right, title and interest in and to its Briefs that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all suchBriefs.
10. CHARGES AND PAYMENT
10.1 The Customer shall, unless otherwise agreed withTwirl, pay Twirl for the Twirl Video Credits in advance via the Twirl Platform. 10.2 Where Twirl has agreed to allow a Customer to pay for Twirl Video Credits in arrears, is shall invoice the Customer for the number of Twirl VideoCredits used monthly in areas, payable within 7days. 10.3 If Twirl has not received payment by the due date, and without prejudice to any other rights and remedies of Twirl: 10.3.1 Twirl may, without liability to theCustomer, disable the Customer's password, account and access to all or part of the Services and Twirl shall be under no obligation to provide any or all of the Services while the invoice(s)concerned remain unpaid; and 10.3.2 interest shall accrue on a daily basis on such due amounts at an annual rateequal to 4% over the then current base lending rate of HSBC Plc from time totime, commencing on the due date and continuing until fully paid, whether before or after judgment. 10.4 All amounts and fees paid to Twirl pursuant to these Terms of Use (including but not limited to payments for Twirl Video Credits): 10.4.1 shall be payable in pounds sterling; and 10.4.2 are non-cancellable and non-refundable. 10.5 Should the Customer acquire: 10.5.1 more than 10 Twirl Video Credits in a single transaction then that Customers hall be entitled to an additional FreeVideo Revision (so a total of 2 Free Video Revisions); and 10.5.2 more than 20 Twirl Video Credits in asingle transaction then that Customershall be entitled to 2 additional FreeVideo Revisions (so a total of 3 Free Video Revisions), in each case, in respect of Proposed Contentbought using those Twirl Video Credits.
11. AGENTS
11.1 Where a Customer is acting as an agent (Agent) onbehalf of a third-party being the owner ordistributor of the relevant Product, owns theProduct (Brand), this clause 11 shall apply. If theCustomer is acting solely on its own behalf, thisthis clause 11 shall not apply. 11.2 The Customer warrants and represents that it hasthe right to license the Intellectual Property Rightsin the Products from the Brand to Twirl and to anyCreator through Twirl in accordance with theseTerms ofUse. 11.3 Subject to the Agent procuring that the Brandcomplies with these Terms of Use as if it were theCustomer, all licences and other rights granted tothe Customer under these Terms of Use may besub-licenced and/or exercised by the Brand as if itwere the Customer. 11.4 The Agent’s Permitted Use of any Final Contentshall be limited to using that Final Content to fulfilits obligations to the Brand and/or in accordancewith the Brand’s instructions and for no otherpurpose (including, but not limited to, anypromotion of the Agent).
12. CONFIDENTIALITY
12.1 Each party may be given access to ConfidentialInformation from the other party in order to perform its obligations hereunder. A party'sConfidential Information shall not be deemed to include information that: 12.1.1 is or becomes publicly known other than through any act or omission of the receiving party; 12.1.2 was in the other party's lawful possession before the disclosure; 12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or 12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence. 12.2 Subject to clause 12.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other'sConfidential Information for any purpose other than complying with its obligations under theseTerms of Use. 12.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms ofUse. 12.4 A party may disclose Confidential Information tot he extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice ofdisclosure is not prohibited and is given in aaccordance with this clause 12.4, it takes intoaccount the reasonable requests of the other partyin relation to the content of such disclosure. 12.5 Neither party shall be responsible for any loss,destruction, alteration or disclosure of ConfidentialInformation caused by any third party. 12.6 The Customer acknowledges that details of theServices, and the results of any performance testsof the Services, constitute Twirl's ConfidentialInformation. 12.7 The parties acknowledge that damages may be aninsufficient remedy for breach of the undertakingsset out in this clause 12 of these Terms of Use andthat in addition, without prejudice to all otherremedies available to the disclosing party, thedisclosing party shall be entitled to a specificperformance, injunction or other equitable relief asa remedy for such breach. 12.8 The above provisions of this clause 12 shall survivetermination of the Contact, however arising. 12.9 Twirl may announce on its website (or otherwise)that it has entered into an agreement to provideservices to the Customer and include a graphicalrepresentation of the Customer’s logo along withsuch announcement. 12.10 Twirl may use the Final Content on its website (orelsewhere at Twirls sole discretion) for marketingpurposes. 12.11 The Creator may use the Final Content on theirwebsite, portfolio, social media or elsewhere attheir sole discretion.
13. LIMITATION OF LIABILITY
13.1 Except as expressly and specifically providedherein: 13.1.1 the Customer assumes soleresponsibility for its use of any FinalContent and the consequences thereof; 13.1.2 all warranties, representations ,conditions and all other terms of anykind whatsoever implied by statute orcommon law are, to the fullest extentpermitted by applicable law, excluded from these Terms of Use; and 13.1.3 the Services are provided to theCustomer on an "as is" basis. 13.2 Nothing in these Terms of Use excludes theliability of Twirl: 13.2.1 for death or personal injury caused byTwirl's negligence; or 13.2.2 for fraud or fraudulen tmisrepresentation. 13.3 Subject to clause 13.1 and clause 13.2:
14.
13.3.1 Twirl shall not be liable whether in tort(including for negligence or breach ofstatutory duty), contract,misrepresentation, restitution orotherwise for any loss of profits, loss ofbusiness, depletion of goodwill and/orsimilar losses or loss or corruption ofdata or information, or pure economicloss, or for any special, indirect or consequential loss, costs, damages,charges or expenses however arisinghereunder; and 13.3.2 Twirl's total aggregate liability incontract, tort (including negligence orbreach of statutory duty),misrepresentation, restitution orotherwise, arising in connection withthe provision of the Services shall be limited to the amount actually receivedby Twirl from the relevant Customerover the preceding 12 months.
FORCE MAJEURE
Twirl shall have no liability to the Customer hereunder if it is prevented from or delayed in performing the Services, 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 Twirl or any other party), failure of a utility service or transport or telecommunications network, act ofGod, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, break downof plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that theCustomer is notified of such an event and its expected duration.
WAIVER
No failure or delay by a party to exercise any rightor remedy provided hereunder or by law shallconstitute a waiver of that or any other right orremedy, nor shall it prevent or restrict the furtherexercise of that or any other right or remedy. Nosingle or partial exercise of such right or remedyshall prevent or restrict the further exercise of thator any other right or remedy.
SEVERANCE
If any provision (or part of a provision) of theseTerms of Use is found by any court oradministrative body of competent jurisdiction tobe invalid, unenforceable or illegal, the otherprovisions shall remain in force. If any invalid, unenforceable or illegal provisionwould be valid, enforceable or legal if some part ofit were deleted, the provision shall apply with 15. 16. 16.1 16.2 whatever modification is necessary to give effect tothe commercial intention of the parties.
17. ENTIRE AGREEMENT
17.1 These Terms of Use, and the documentationspecifically referred to herein, constitutes the entireagreement between the parties and supersedes andextinguishes all previous agreements, promises,assurances, warranties, representations andunderstandings between them, whether written ororal, relating to its subject matter. 17.2 Each party acknowledges it does not rely on, andshall have no remedies in respect of, any statement,representation, assurance or warranty (whethermade innocently or negligently) that is not set outor referred to in these Terms of Use. 17.3 Nothing in this clause shall limit or exclude anyliability for fraud.
VARIATIONS
Twirl reserves the right, with the Customer’s consent not to be unreasonably withheld or delayed (and delay shall in this instance mean 10days, after which the Customer shall be deemed to consent), to vary these Terms of Use by posting revised terms on its website and giving the Customer notice of the same.
ASSIGNMENT
19.1 The Customer shall not, without the prior writtenconsent of Twirl, assign, transfer, charge, sub-contract or deal in any other manner with all or anyof its rights or obligations under these Terms ofUse. 19.2 Twirl may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or anyof its rights or obligations. Twirl shall remainresponsible for the acts and/or omissions of itsassignees or sub-contractors.
NO PARTNERSHIP OR AGENCY
Nothing in these Terms of Use is intended to or shall operate to 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).
NO EXCLUSIVITY
The Customer agrees that neither Twirl nor any Creator is bound by any exclusivity obligations in relation to the provision of the Services to the Customer. Nothing in clause 12 shall prevent Twirl from providing Services to any Brand or other third party.
THIRD PARTY RIGHTS
Saves as otherwise set out here, these Terms of Use do not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties)Act 1999.
NOTICES 23.1 Any notice required to be given shall be in writingand shall be delivered by hand or sent by pre-paidfirst-class post or recorded delivery post to theother party at its registered address, or such otheraddress as may have been notified by that party forsuch purposes, or sent by email to the other party'semail address as follows: 23.1.1 the Customer’s contact email address asset out in any Brief (or otherwise provided by the Customer); 23.1.2 Twirl’s email address shall be brands@usetwirl.com, each as may be updated from time to time by notice in writing to the other party. 23.2 A notice delivered by hand shall be deemed to havebeen received when delivered (or if delivery is notin business hours, at 9 am on the first business dayfollowing delivery). A correctly addressed noticesent by pre-paid first-class post or recordeddelivery post shall be deemed to have beenreceived at the time at which it would have beendelivered in the normal course of post. A noticesent by email shall be deemed to have beenreceived at the time of transmission (as shown onthe sender’s server).
GOVERNING LAW
These Terms of Use 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.
JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or its subject matter or formation (including non-contractual disputes or claims).
