(A) CUSTOMER WISHES TO ACCESS THE CIRCUIT MIND PLATFORM AS SPECIFIED IN AN ORDER FORM.

(B) THESE TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) ARE INCORPORATED INTO THE RELEVANT ORDER FORM EXECUTED BY THE PARTIES, AND TOGETHER FORM THE AGREEMENT RELATING TO THE SUBJECT MATTER OF THAT ORDER FORM.

(C) THE AGREEMENT GOVERNS AND CONDITIONS THE NATURE AND SCOPE OF THE SERVICES TO BE PROVIDED BY CIRCUIT MIND TO CUSTOMER.

(D) WHERE APPLICABLE, TOTHE EXTENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN ANY PROVISION(S) OF THESE TERMS AND CONDITIONS AND ANY PROVISION(S) OF THE ORDER FORM, THE RELEVANT PROVISION(S) OF THE ORDER FORM SHALL GOVERN AND PREVAIL.

‍

1. INTERPRETATION

1.1. The following definitions apply to this Agreement:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

“API” means any application programming interface (API) made available by Circuit Mind to Customer in connection with the Circuit MindPlatform, including any updates thereto.

“Authorised User” means one (1) Customer Personnel who is authorised by Customer to access the Circuit Mind Platform using one (1) set ofCredentials.

“Business Day” means any day which is not a Saturday, Sunday or public holiday in England.

“Circuit Mind Platform” means Circuit Mind’s web-based software-as-a-service platform as specified in an Order Form, together with data, media, information or other content comprised therein or accessed thereby.

“Circuit Mind Technology” means the Circuit Mind Platform, the API and any website and application or software used to access the CircuitMind Platform, including any and all technology and software, processes, algorithms, machine learning models, predictive models and business methods relating thereto, including in each case: (a) updates thereto; (b) documentation relating thereto; (c)Intellectual Property Rights therein or thereto; and (d) any benchmarking, analytics or technical data relating to the performance or operation thereof.

“Circuit Mind” means Circuit Mind Limited, a company incorporated and registered in England with company number 11389569 whose registered office is at 86-90, 3rd Floor Paul Street, London EC2A 4NE, England.

“Commencement Date” has the meaning set out in an Order Form.

“Confidential Information” has the meaning set out in Clause 13.1.

“Contract Year” means each period of one (1) year commencing on and including theCommencement Date and each anniversary thereof during the Term.

“Credentials” means the user log-in credentials necessary to enable an Authorised User to access the Circuit Mind Platform.

“Customer”means the customer set out in an Order Form.

"Data Protection Legislation” means all laws and regulations governing the collection, use and storage of personal data and the privacy of individuals, applicable to either Party from time to time, including the EUGeneral Data Protection Regulation 2016/679 (the GDPR) and any implementing legislation or legislation having equivalent effect in the United Kingdom orother European Economic Area (EEA) member states.

“Documentation”means the manuals, product literature, instructions, schematics, and drawingsprepared or published by Circuit Mind that describe or relate to the CircuitMind Technology and its use, operation, features, functionality andcapabilities.

“Effective Date” means the date an Order Form is executed by all Parties.

“Feedback”has the meaning set out in Clause 18.2.

“Fees”means any and all of the fees and charges set out in an Order Form, includingany Subscription Fee.

“Force Majeure Event” has the meaning set out in Clause 18.3.

“Initial Term” has the meaning set out in an Order Form.

“Input Data” means files or other data uploaded by Customer(including by Authorised Users) to the Circuit Mind Platform for processing.

“Intellectual Property Rights” means all copyright andrelated rights, patents, rights to inventions, utility models trademarks,service marks, trade, business and domain names, rights in trade dress orget-up, rights in goodwill or to sue for passing off, unfair competitionrights, rights in designs, rights in computer software, database rights,topography rights, moral rights, rights in confidential information(including know-how and trade secrets) and any other intellectual propertyrights, in each case whether registered or unregistered and including allapplications for and renewals or extensions of such rights, and all similar orequivalent rights or forms of protection in any part of the world.

“IPR Claim” has the meaning set out in Clause 12.1.

“Losses”means all losses, liabilities, damages, costs, claims, charges, demands, actions, proceedings and expenses (including reasonable external legal andprofessional fees).

“Open Source Software” has the meaning set out in Clause 18.1.

“Order Form” means an order form signed by the Parties which incorporates these Terms andConditions.

“OSS Licence” has the meaning set out in Clause 18.1.

“Output Data” means any content generated by the Circuit MindPlatform in the course of the ordinary operation thereof.

“Personnel” means a Party’s employees, agents, consultants or contractors.

“Project” means a successful design execution consisting of:(a) electrical schematics; (b) an analysis and verification reports; and/or adetail bill of materials (BOM), in each case generated by Customer through theCircuit Mind Platform.

“Renewal Term” means a twelve (12) month period starting onexpiry of the Initial Term or then-current Renewal Term (as applicable).

“Subscription Fee” has the meaning set out in an Order Form.

“Term”means, collectively, any Trial Period, Initial Term and/or Renewal Term(s) (as applicable).

“Trial Period” has the meaning set out in an Order Form.

1.2. To the extent not defined in this Clause 1, the capitalised terms set out in an Order Form shall have the meaning given to them therein.

1.3. References to “Clauses”in this Agreement are references to the clauses of these Terms and Conditions.

1.4. A “person”includes a natural person, corporate or unincorporated body.

1.5. Any reference to thisAgreement terminating shall, where the context requires, include a reference tothis Agreement terminating by expiry of the Term.

1.6. Unless the context otherwise requires, words in the singular include the plural and in the pluralinclude the singular, and references to one gender are references to the other genders.

1.7. A reference to a statute of statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8. The words “include”and “including” (or similar) shall be construed as illustrative only and shall not limit the sense of the description, definition, phrase or term(s) that comes before the relevant term.

1.9. Any reference to the “Parties” means Circuit Mind andCustomer and “Party” shall mean one of them.‍

‍

2. COMMENCEMENT AND DURATION

2.1. Unless terminated earlier pursuant to the terms of Clause 16, this Agreement shall:

(a)     commence on the Effective Date and continue for the Trial Period (if applicable);

(b)     continue for the Initial Term, unless Customer gives writtennotice to Circuit Mind before the end of the Trial Period to terminate thisAgreement at the end of the Trial Period; and

(c)     automatically renew for further successive Renewal Terms at theend of the Initial Term and at the end of each Renewal Term, unless eitherParty gives written notice to the other Party not later than sixty (60) daysbefore the end of the Initial Term or then-current Renewal Term to terminatethis Agreement at the end of the Initial Term or then-current Renewal Term.

2.2. For the avoidance of doubt, if Customer fails to give written notice to Circuit Mind prior to expiry of the Trial Period to terminate this Agreement pursuant to Clause 2.1(b), then the InitialTerm will commence automatically at the end of the Trial Period and Customer shall only be entitled to terminate the Agreement pursuant to Clause 16.

‍

3. FEES

3.1. All Fees are payable annually in advance, unless otherwise agreed by the Parties in the relevantOrder Form.

3.2. Circuit Mind may issue an invoice to Customer for applicable Fees in respect of any Contract Year at any time within thirty (30) days prior to the start of such Contract Year. Unless otherwise agreed in an Order Form, all invoices are payable within thirty(30) days of the invoice date.

3.3. Circuit Mind may revise the Fees at any time during the Term in its sole discretion, subject to providing at least thirty (30) days’ prior written notice to Customer. In the event Circuit Mind chooses to increase the Fees at any time during the Term,Customer may choose to terminate this Agreement without further liability by providing written notice to Circuit Mind within thirty (30) days of being informed of such increase.

3.4. In addition to any other rights or remedies available to Circuit Mind, if Customer fails to pay any sums by the due date:

(a)     any portion of any sums that is not paid when due and payable will accrue interest equal to five percent (5%) per annum, accruing on a daily basis and being compounded quarterly; and

(b)     Circuit Mind may immediately suspend Customer’s access to the Circuit Mind Technology until payment of the sums is made by Customer in full.

‍

4. USE OF CIRCUIT MIND TECHNOLOGY

4.1. Subject to Customer’s and its Authorised Users’ continuing compliance with this Agreement (including payment of all Fees due and payable in accordance with Clause 3), Circuit Mind hereby grantsCustomer a worldwide, personal, non-exclusive, non-transferable right for its Authorised Users to access and use, during the Term:

(a)     the features and functions of the Circuit Mind Technology (excluding the API) as part of Customer’s internal business operations; and

(b)     the API solely for the purpose of enabling its systems to communicate and interoperate with theCircuit Mind Platform.

4.2. The licence outlined in Clause 4.1 is subject to the maximum number of Authorised Users and maximum number ofProjects set out in an Order Form.

4.3. Customer is solely responsible for all activities that Authorised Users undertake using theCircuit Mind Technology. Customer shall immediately notify Circuit Mind of any unauthorised use of an Authorised User’s Credentials.

4.4. In relation to the Authorised Users, Customer undertakes that:

(a)     it shall ensure that only Authorised Users access the Circuit Mind Technology, and that each Authorised User maintains the confidentiality of the Credentials;

(b)     it will not allow anyCredentials allocated to an Authorised User to be used by more than one individual Authorised User; and

(c)     it shall immediately notify Circuit Mind if any Authorised User ceases to be employed or otherwise engaged by Customer.

4.5. Customer may, from time to time during the Term, purchase access for additional Authorised Users in excess of the number of paid-for Authorised Users at that point in time. If Customer wishes to purchase access for additional Authorised Users, Customer shall notify Circuit Mind in writing. Circuit Mind shall evaluate such request and respond to Customer with approval or rejection of the request. If Circuit Mind approves Customer’s request, Customer shall pay Circuit Mind an additionalSubscription Fee as indicated by Circuit Mind.

4.6. Circuit Mind may auditCustomer’s usage of the Circuit Mind Technology at any time. If any such audit reveals that (a) the number of Authorised Users exceeds the number of paid-for Authorised Users or (b) the number of Projects completed by Customer exceeds the number of paid-for Projects, then without prejudice to Circuit Mind’s other rights, Customer shall pay to Circuit Mind an amount equal to such underpayment. The Customer shall pay such underpayment within ten (10) Business Days of being notified by Circuit Mind of such underpayment. A failure byCustomer to pay such underpayment within ten (10) Business Days of being notified by Circuit Mind of such underpayment shall constitute a material breach of this Agreement.

‍

5. OWNERSHIP OF CIRCUIT MIND TECHNOLOGY

5.1. As between theParties, Circuit Mind retains sole ownership of all rights, title and interest, including all Intellectual Property Rights, in and to the Circuit Mind Technology.

5.2. Customer will not acquire any rights, title or interest in or to the Circuit Mind Technology(subject only to the limited licences granted under this Agreement) and CircuitMind reserves all rights therein and thereto not expressly granted in this Agreement.

‍

6. RESTRICTIONS

6.1. Customer shall not, nor shall it permit any third-party (including its Authorised Users and its Personnel) to, take any action designed or intended to:

(a)     use the Circuit Mind Technology (or any part thereof) in any manner or for any purpose that is inconsistent with this Agreement;

(b)     provide or otherwise make the Circuit Mind Technology (or any part thereof) available to any third-parties other than to Authorised Users;

(c)     use the Circuit Mind Technology (or any part thereof) to create, market or distribute any product or service that is competitive;

(d)     introduce to the Circuit Mind Technology any ‘back door’, ‘drop dead device’, ‘time bomb’, ‘Trojan horse’, ‘virus’, or ‘worm’ (as such terms are commonly understood in the software industry) or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the Circuit Mind Technology or any device or system owned or controlled by Circuit Mind or any third-party, or which otherwise may damage or destroy any data or file;

(e)     modify, copy, resell, rent, lease, sub-licence, load, merge, adapt or translate the whole or any part of the Circuit Mind Technology (or any part thereof);

(f)     contest, challenge or otherwise make any claim or take any action adverse to Circuit Mind’s ownership of, or interest in, the Circuit Mind Technology (or any part thereof);

(g)     remove, alter, obscure Circuit Mind’s trademark, copyright notice or any other proprietary notice from the Circuit Mind Technology (or any part thereof);

(h)     circumvent, disable, or interfere with security-related features of the Circuit Mind Technology or features that prevent or restrict use, access to, or copying the Circuit Mind Technology, or that enforce limitations on use of the Circuit Mind Technology; or

(i)     reverse-engineer, decompile, unbundle, disassemble, or create derivative works based on, the whole or any part of the Circuit Mind Technology.

‍

7. WARRANTIES

7.1. Each Party warrants and represents on an ongoing basis that it has, and undertakes that it shall continue to have for the duration of this Agreement, the requisite power, capacity and authority to enter into this Agreement and to carry out the obligations under this Agreement.

7.2. Except as expressly and specifically provided in this Agreement, each Party disclaims all terms, warranties and conditions (whether express or implied) relating to the subject matter hereof (including in relation to the Circuit Mind Technology, any services, their use and the results of such use).

‍

8. CUSTOMER SUPPORT

8.1. Circuit Mind will use reasonable endeavours to provide technical support to Customer via e-mail and telephone during Circuit Mind’s normal business hours.

‍

9. CUSTOMER DEPENDENCIES

9.1. In order to permitCircuit Mind to provide Authorised Users with access to the Circuit MindTechnology in accordance with the terms of this Agreement, Customer shall ensure that:

(a)     all Authorised Users have installed and access the Circuit Mind Technology via a supported version of the internet browsers and operating systems that are listed in theDocumentation as supported by Circuit Mind from time to time;

(b)     all Authorised Users have an internet connection with adequate bandwidth to enable them to access and use the Circuit Mind Technology;

(c)     it implements and maintains effective security polices and procedures to prevent unauthorised disclosure of Credentials and unauthorised access to the Circuit MindTechnology;

(d)     it obtains or procures all authorisations, instructions and/or permissions as may be necessary forCircuit Mind to provide Authorised Users with access to the Circuit MindTechnology; and

(e)     it makes available toCircuit Mind its employees and other staff members (in such number and with such level of seniority) as may be reasonably required in the circumstances to address any issue with the provision or cessation of access to the Circuit Mind Technology.

9.2. Circuit Mind shall be relieved from any failure to comply with its obligations to provide Authorised Users with access to the Circuit Mind Technology if, and to the limited extent that, Circuit Mind can demonstrate that such failure was caused by Customer’s failure to meet any obligation outlined in Clause 9.1.

‍

10. INPUT DATA AND OUTPUT DATA

10.1. As between the Parties, Customer retains sole ownership of all rights, title and interest, including all Intellectual Property Rights, in and to the Input Data, andCircuit Mind shall not obtain any rights, title or interest in the Input Data whatsoever, except in accordance with the licences granted in Clause 10.4.

10.2. As between the Parties, all rights, title and interest, including all Intellectual Property Rights, in and to the Output Data shall vest in Customer upon their creation absolutely, and Circuit Mind shall not obtain any rights, title or interest in the Output Data whatsoever, except in accordance with the licences granted inClause 10.4.

10.3. Customer acknowledges and agrees that other users of the Circuit Mind Platform may independently generate data using the Circuit Mind Platform which is identical or closely resembles the Output Data generated by Customer, and that the Output Data generated by Customer may as a result not always be unique.

10.4. Customer hereby grants to Circuit Mind:

(a)     a non-exclusive, worldwide, royalty-free licence during the Term to use the Input Data and Output Data for the sole purpose of performing its obligations under this Agreement; and

(b)     a non-exclusive, worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable licence to use the Input Data and Output Data for the sole purpose of enabling Circuit Mind to monitor, assess, analyse and improve the performance of theCircuit Mind Technology (including any algorithm therein).

10.5. Customer will be responsible for maintaining back-up copies of all Input Data and Output Data residing in or relying in any way on the Circuit Mind Technology. Circuit Mind shall not be responsible for any loss, destruction, alteration or disclosure ofany Input Data or Output Data.

10.6. Customer warrants and represents on an ongoing basis and undertakes that, throughout the Term, it shall have the necessary rights, power, consents and authority to transmit the Input Data to Circuit Mind under this Agreement and to grant Circuit Mind the licences in Clause 10.4.

10.7. Customer shall indemnify Circuit Mind from and against Losses incurred by Circuit Mind as a result of any third-party claim or proceedings:

(a)     alleging that the use of any Input Data or Output Data within the scope of the rights of use granted to Circuit Mind under this Agreement infringes the Intellectual Property Rights of a third-party; or

(b)     resulting from a third-party’s use of, or reliance on, anyInput Data or Output Data, including for technical, industrial and/or manufacturing purposes.

‍

11. DATA PROTECTION 

11.1. The Parties acknowledge and agree that the Circuit Mind Technology is not intended for use in connection with personal data, and Customer will use its best endeavours to ensure that Input Data does not contain any personal data.

11.2. To the extent any Input Data contains personal data, each Party will comply with all applicable requirements of Data Protection Legislation in respect of such personal data.

11.3. Without prejudice to the generality of Clause 11.2, Customer will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful processing of any personal data contained in Input Data by Circuit Mind as contemplated under this Agreement.

11.4. Without prejudice to the generality of Clause 11.2, each Party shall, in relation to any personal data processed in  connection with the performance of this Agreement, ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of, and against accidental loss or destruction of, personal data contained in Input Data.

‍

12. INTELLECTUAL PROPERTY RIGHTS INDEMNITY

12.1. Subject to the remainder of this Clause 12, Circuit Mind shall, at its own expense, defend Customer from and against any claim brought by a third-party alleging that Customer’s use of the Circuit Mind Technology within the scope of the rights of use granted to Customer under this Agreement infringes the Intellectual Property Rights of that third-party (each, an “IPR Claim”), and shall indemnify Customer from and against Losses to the extent specifically attributable to such IPR Claim.  

12.2. Customer shall notify Circuit Mind in writing promptly after it becomes aware of any event or any allegation, claim, demand, proceeding or other action, which it believes may give rise to a claim for indemnification under Clause 12.1.

12.3. Customer shall:

(a)     allow Circuit Mind sole authority to control the defence and settlement of any IPR Claim;

(b)     provide Circuit Mind with all reasonable cooperation in the defence of such IPR Claim; and

(c)     not settle or compromise any IPR Claim or make any admission of liability without the express prior written consent of Circuit Mind.

12.4. Notwithstanding Clause 12.1 or any provision of this Agreement to the contrary, Circuit Mind shall have no liability whatsoever to Customer in respect of any IPR Claim based on or arising directly or indirectly as a result of:

(a)     Customer exceeding the scope of any right, licence or consent to use the Circuit Mind Technology under this Agreement;

(b)     any use of the CircuitMind Technology not in accordance with this Agreement;

(c)     a breach by Customer of any of the restrictions outlined in Clause 5;  or

(d)     any modification of the Circuit Mind Technology by any person other than Circuit Mind or its expressly authorised agents.  

‍

13. CONFIDENTIAL INFORMATION

13.1. In this Agreement, “ConfidentialInformation” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential, but excludes any information which:

(a)      is or becomes publicly known other than through a breach of this Agreement;

(b)     was in the receiving Party’s lawful possession before the disclosure;

(c)     is lawfully disclosed to the receiving Party by a third-party without restriction on disclosure;

(d)     is independently developed by the receiving Party and that independent development can be shown by written evidence; or

(e)     is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.2. Each Party will hold the other Party’s Confidential Information in confidence and not make the other Party’s Confidential Information available to any third-party unless that third-party is subject to an equivalent duty of confidentiality.  

13.3. Neither Party will use the other Party’s Confidential Information for any purpose other than the implementation and performance of this Agreement.

13.4. Each Party will take all reasonable steps to ensure that the other Party’s Confidential Information to which it has access is not disclosed or distributed by its Personnel in breach of the terms of this Agreement.

‍

14. MARKETING

14.1. Customer acknowledges and agrees that CircuitMind may include Customer’s name, Customer’s logo and/or a description of the technology and services provided to Customer under this Agreement in case studies, marketing content, proposals or lists of Circuit Mind customers (on its website and elsewhere). Customer acknowledges and agrees that Circuit Mind may reproduce Customer’s name, logo, trademark, trade name, service mark, or other commercial or product designations in connection with such marketing and advertising.

‍

15. LIMITATION OF LIABILITY

15.1. This Clause 15 sets out each Party’s entire financial liability (including any liability for the acts or omissions of its Personnel) to the other Party arising under or in connection with this Agreement.

15.2. Nothing in this Agreement limits or excludes liability of Customer to pay Circuit Mind any Fees due under this Agreement.

15.3. Nothing in thisAgreement limits or excludes the liability of either Party for:

(a)     death or personal injury caused by its negligence;

(b)     fraud or fraudulent misrepresentation; or

(c)     any other liability which may not be limited or excluded by applicable law.

15.4. Subject toClause 15.3,Circuit Mind will not be liable for any loss arising from Customer’s failure to ensure each Authorised User maintains the confidentiality of their Credentials.

15.5. Subject toClause 15.3,Circuit Mind will not be liable for any loss or liability (whether direct or indirect) arising as a result of Customer’s or any third-party’s use of, or reliance upon, the OutputData or any other information or data made available on or generated through the Circuit Mind Platform.

15.6. Subject to Clauses 15.2 and 15.3, neither Party shall in any circumstances be liable to the other Party, whether in contract, tort (including for negligence), breach of statutory duty(howsoever arising), misrepresentation (whether innocent or negligent),restitution or otherwise, for:

(a)     any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;

(b)     any loss or corruption(whether direct or indirect) of data or information;

(c)     any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or

(d)     any loss or liability(whether direct or indirect) under or in relation to any other contract.

15.7. Subject to the remainder of this Clause 15, either Party’s total aggregate liability in each Contract Year (whether in contract, tort (including negligence or breach of statutory duty),misrepresentation (whether innocent or negligent), restitution or otherwise)arising in connection with the performance or contemplated performance of thisAgreement shall under no circumstances exceed one hundred per cent (100%) of all Fees paid by Customer pursuant to and in accordance with this Agreement in such Contract Year.

‍

16. TERMINATION

16.1. Either Party may terminate this Agreement in accordance with Clause 2.1(c).

16.2. Customer may terminate this Agreement in accordance with Clause 3.3.

16.3. Circuit Mind may terminate this Agreement at any time for convenience by giving at least thirty(30) days’ prior written notice to Customer.

16.4. Without affecting any other right or remedy available to it, either Party may terminate thisAgreement with immediate effect by giving written notice to the other Party:

(a)     if the other Party commits a material breach of any term of this Agreement which breach is irremediable, or (if such breach is remediable)fails to remedy that breach within a period of thirty (30) days after being notified to do so; or

(b)     insofar as permitted under applicable law, if the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business, or the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

‍

17. CONSEQUENCES OF TERMINATION

17.1. On termination of thisAgreement for any reason:

(a)     Customer shall promptly (and in any event within ten (10) Business Days of the effective date of termination) payCircuit Mind any outstanding balances owing to Circuit Mind under thisAgreement or relevant part thereof;

(b)     any and all licences, permissions and authorisations granted to Customer and/or its Authorised Users by Circuit Mind under this Agreement will terminate automatically; and

(c)     each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify in writingthat all such Confidential Information and copies thereof have been destroyed.

17.2. Any obligation to return, destroy or permanently erase Confidential Information outlined inClause 1.1(c) shall not apply in respect of the Input Data and Output Data that Circuit Mindis entitled to retain pursuant to Clause 10.4.

17.3. Circuit Mind will use reasonable endeavours to make any Input Data and Output Data available toCustomer for download for up to five (5) days following the effective date of termination of thisAgreement.

17.4. Any provision of thisAgreement that either expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain infull force and effect.

17.5. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

‍

18. GENERAL

18.1. Open Source. Certain elements of the Circuit Mind Technology are subject to ‘open source’ or ‘free software licenses’ (for the purposes of thisClause 18.1, “Open Source Software”). Customer acknowledges that certain elements of such Open Source Software are owned by third-parties. No Open SourceSoftware is licensed under any provision of this Agreement under which CircuitMind grants Customer any licence to use the Circuit Mind Technology; instead, each item of Open Source Software is licensed under the terms of the end-user licence that accompanies such Open Source Software (for the purposes of this Clause 18.1, each an “OSS Licence”). Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any OSS Licence. If required by any OSS Licence, Circuit Minds hall make available relevant pieces of Open Source Software available upon written request.

18.2. Feedback. Customer may from time to time provide to Circuit Mind feedback, suggestions or recommendations in relation to the Circuit Mind Technology (for the purposes of this Clause 18.2, “Feedback”). Circuit Mind shall have the right (but not the obligation) to use such Feedback freely. Customer acknowledges and agrees that Circuit Mind will own any and all Intellectual Property Rights in any such Feedback and in any software developed in light of any Feedback, and hereby assigns to Circuit Mind any and all such Intellectual Property Rights.

18.3. Force Majeure. No Party will be in breach of this Agreement nor liable for any failure to perform its obligations under this Agreement if that failure results from circumstances beyond its reasonable control (for the purposes of thisClause 18.3, a “Force Majeure Event”). If a Force Majeure Event continues for three (3) consecutive months, the unaffectedParty may terminate this Agreement by giving thirty (30) days’ written notice to the other Party.

18.4. Subcontracting. Circuit Mind may engage any third-party to perform its obligations under this Agreement, provided that Circuit Mind shall remain fully liable to Customer for performance of such obligations (subject to the exclusions and limitations outlined herein).

18.5. Assignment. The Customer may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of Circuit Mind, except that Customer may freely assign this Agreement to: (a) any Affiliate; or (b) the acquirer of all (or substantially all) of its business and/or assets. Circuit Mind may freely assign this Agreement (in whole but not in part) to any third-party (including any Affiliate).

18.6. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

18.7. Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under thisAgreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18.8. Rights and Remedies. The rightsand remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18.9. Severance. If any provision or part-provision of this Agreement shall be held to be invalid, illegal, void or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 18.9 shall not affect the validity and enforceability of the rest of this Agreement.

18.10. Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by thisAgreement and supersedes all previous agreements(if any and whether in writing or not) between the Parties in relation to such matters.

18.11. No Partnership or Agency.Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

18.12. Rights of Third-Parties.A person who is not a Party to this Agreement shall not have any rights under it, and shall not be entitled to enforce any of its terms.

18.13. Notices. Any notice required to be given under this Agreement will be in writing and will be sent to the email addresses for contractual notices set out in an Order Form. Notices will be deemed to have been receivedat the time of transmission as shown by the sender’s records (or if sentoutside business hours, at 9am on the first Business Day following dispatch). AParty may change its details given on an Order Form by giving written notice tothe other Party.

18.14. Counterparts. The Agreement (or any part thereof requiring signed execution) may be signed in any number of counterparts and by the Parties on separate counterparts, each of which, when executed and delivered by a Party, shall be an original and such counterparts taken together shall constitute one and the same agreement. Electronic copies of signatures by the authorised representatives of the Parties (e.g. PDF scans) are enforceable just as though they were original wet-ink signatures.

18.15. Governing law. The Agreement and all matters arising from it (including anydispute relating to the existence, validity or termination of this Agreement orany contractual or non-contractual obligation) shall be governed by, andconstrued in accordance with the laws of England.

18.16. Jurisdiction. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England in relation to any dispute arising out of or in connection with this Agreement(including any dispute relating to the existence, validity or termination of thisAgreement or any contractual or non-contractual obligation).