Effective Date: December 17, 2019

EMEA Terms of Service

For customers using eu.app.clio.com

For customers using app.clio.com, please refer to our North American Terms of Service.

This User Service Agreement governs the Subscriber’s use of the software and services provided by Themis Solutions (Ireland) Limited, a limited company registered in Ireland with company number 533767 and with its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2 (“Themis”) under the brand name of Clio. This is a legal agreement which incorporates the Privacy Policy at clio.com/uk/privacy and the attached Exhibits. By registering to use the Service, the Subscriber agrees to be bound to the terms of this User Licence Agreement.

1. Definitions

(a) “Account Data” means data which pertains to the Subscriber, Users , and Registered Clients necessary to identify them and administer their use of the Service. For the avoidance of doubt Account Data does not include data uploaded by the Subscriber or Users relating to contacts, matters, tasks or similar data.

(b) “Administrator” means the person designated by Subscriber (i) as its primary administrative contact for the purposes of support, issues related to outages and other problems and technical items and (ii) who has authority from the Subscriber to bind the Subscriber and administer the subscription to the Service and designate additional Users and/or Administrators. The first User is deemed to be designated as an Administrator.

(c) “Agreement” means this entire User Service Agreement and incorporates by reference the Privacy Policy located at clio.com/uk/privacy, and the attached Exhibits.

(d) “Confidential Information” means the Account Data, Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, client information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.

(e) “Content” means any information or materials a User uploads or posts to the Service, including, without limitation, information about its Users or Registered Clients.

(f) ‘Good Industry Practice’ means the deployment of that degree of care and skill, technical resources and innovations which is to be expected of professional and adequately resourced providers of services similar to the Service within the European Union.

(g) “Including” means ‘including, without limitation’ and ‘include’ and ‘included’ will be interpreted in like manner.

(h)“Intellectual Property Rights” means all rights and interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing.

(i) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client (or representative of a client) of a Subscriber.

(j) “Regulator” means (i) for Subscribers practicing law in England and Wales, the Solicitors Regulation Authority; (ii) for Subscribers practicing law in Scotland, the Law Society of Scotland; and (iii) for Subscribers practicing law elsewhere in the European Union, the body which is responsible for regulating the provision of legal services.

(k) “Service” means the services provided from time to time by Themis under the brand name ‘Clio’ through the website located at eu.app.clio.com.

(l) “Subscriber” means the entity (typically a law firm) which purchases the Service.

(m) “Security Emergency” shall mean a breach by Subscriber of this Agreement that (a) could disrupt (i) Themis’s provision of the Service; (ii) the business of other Subscribers; or (iii) the network or servers used to provide the Service; or (b) provides unauthorised third party access to the Service.

(n) “User” means an individual person, other than a Registered Client, provided with access to the Service by an Administrator.

2. Limited Licence & Use of the Service

2.1 Subscriber is granted a non-exclusive, non-transferable, limited licence to access and use the Service.

2.2 Themis does not review or pre-screen Content and Themis claims no Intellectual Property Rights in the Content.

2.3 Subscriber shall ensure that Users and Registered Clients comply with this Agreement. Subscriber shall be responsible for the acts and omissions of the Users and the Registered Clients. Without limiting the generality of the foregoing, Subscriber is responsible for any disclosure of Content arising out of features enabled by Users.

2.4 Subscriber shall not copy or resell the Service. Subscriber must not exploit access to the Service or any portion of the Service, including the HTML, cascading style sheet or any visual design elements otherwise than for Subscriber’s own internal business and for the design purpose of the Service.

2.5 Subscriber shall not modify, reverse engineer, adapt or otherwise tamper with the Service, except as mandated by law, or modify another website so as to falsely imply that it is associated with the Service, Themis, or any other service provided by Themis.

2.6 Subscriber shall not use the Service in any manner which may infringe Intellectual Property Rights or in any manner which is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.

2.7 Subscriber shall not use the Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

2.8 Except for the non-exclusive licence granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, licences, Intellectual Property Rights and other rights and interests in and to the Service shall remain solely with Themis. Subscriber is not entitled or permitted to use the Service otherwise than through the medium of the internet-hosted version deployed by Themis.

2.9 Themis reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that breaches the terms of this Agreement, including removal of such Content.

2.10 Themis reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Themis shall provide Subscriber with thirty days’ notice of any modification that materially reduces the functionality of the Service and in such circumstances Subscriber shall have the right to terminate this Agreement by visiting eu.app.clio.com/settings/subscription/edit.

2.11 Themis reserves the right to temporarily suspend access to the Service for operational purposes, including maintenance, repairs or installation of upgrades. Themis will provide no less than two business days’ notice prior to any such suspension. Such notice may include posting a message using the Service. Themis shall have the right to temporarily suspend access to the Service without notice in circumstances where urgent action is required to protect the Service if the delay caused by giving notice could cause material harm. Themis shall use all reasonable endeavours to minimise operational suspensions in order to minimise disruption to the Service.

2.12 The Subscriber may elect to, at a regular interval, replicate all Content to a third party storage service (“Escrow Agent”) using the facilities provided within the Service. The replicated Content (“Escrowed Data”) will be held under the terms of a separate agreement exclusively between the Subscriber and the Escrow Agent (“Escrow Agreement”). The Subscriber may also elect to replicate Content on its own storage device.

2.13 The accounting features which form part of the Service are intended to be an aid for legal cashiers. They do not constitute a full accounting service and are not intended to meet the Regulator’s requirements for accounting packages for legal services providers.

2.14 Themis uses one code-base for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber’s requirements. Themis will highlight known features that may require Subscriber review.

2.15 Subscriber grants to Themis the right during Subscriber’s use of the Service, to store and process the Confidential Information for the sole purpose of performing Themis’ obligations under the Agreement in accordance with its terms. Such rights shall include permission for Themis to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.

3. Access to the Service

3.1 Only Users and Registered Clients are permitted to use the Service. In order to access the Service, Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Themis.

3.2 Each User will be provided with a unique identifier to access and use the Service (“Username”). The Subscriber shall use all reasonable endeavours to ensure that each Username is only used by the User to whom it is assigned, and is not shared with, or used by, any other person, including other Users.

3.3 The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.

3.4 Where a Subscriber has just one Administrator, it will provide Themis with the name and contact information of a designated User for use as an alternative point of contact if Themis is unable to reach the Administrator for a period of thirty days following the initial attempt to contact the Administrator.

3.5 As between Themis and the Subscriber, any Content remains the property of the Subscriber.

3.6 Upon cancellation or termination of the Service, Themis shall only liaise with the Administrator or the designated User described in Clause 3.4 above (if the Administrator is unable to be reached) regarding the retrieval of Content.

3.7 All access to and use of the Service via automated means (that is to say, use other than direct interaction with a human User) is strictly prohibited except insofar as the Service includes features which are designed for such use.

3.8 The following provisions apply to the extent that Themis provides access to the Service using an application programming interface (“API”):

(a) use of the API is subject to the terms of this Agreement;

(b) Subscriber is responsible for testing any use of the API to verify that it produces the desired results;

(c) Themis shall have no liability whatsoever and howsoever arising for any processing, deficient processing or loss of Content which takes place externally to the Service by reason of the API or for any matters arising in connection with systems or services external to the Service directly or indirectly connected to the Service using the API;

(d) excessive use of the Service using an API (as determined by Themis, after making a reasonable attempt to warn the Subscriber) may result in temporary or permanent suspension of access to the Service via an API; and

(e) Themis reserves the right at any time to modify or discontinue, temporarily or permanently, access to and use of the Service via an API, with or without notice.

4. Confidentiality

4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

4.2 Themis acknowledges that Content may comprise materials which are the subject of professional duties (including confidentiality and duties imposed by the Regulator) owed by the Subscriber to its clients.

5. Security and Access

5.1 Themis shall provide a secure method of authentication and access to the Service, including:

(a) User password management and the protection of passwords by utilising code consistent with Good Industry Practice relating to password management; and

(b) Transmission of passwords in an encrypted format.

5.2 Except as set out in Clause 5.1, Subscriber shall be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of Content.

5.3 Subscriber will implement policies and procedures to prevent unauthorised use of Usernames and passwords, and will promptly notify Themis upon suspicion that a Username or password has been lost, stolen, compromised, or misused.

5.4 At all times, Themis, shall:

(a) use Good Industry Practice in relation to information security and processing Content;

(b) employ Good Industry Practice with respect to network security techniques, including firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;

(c) ensure its hosting facilities use Good Industry Practices for security and privacy; and

(d) within thirty days of a request by Subscriber, provide Subscriber with a SSAE 16 (SOC2) audit report or industry standard successor report or a comparable description of its security measures in respect of the infrastructure used to host the Service and the Content. In order to obtain such a Report, Subscriber must enter into an agreement with the third party provider of the report.

5.6 Themis shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that Themis reasonably believes has led to or is likely to lead to unauthorised access to, disclosure of, use of, or damage to Content (a “Security Breach”). Themis shall make such report within 72 hours after learning of the Security Breach.

5.7 In the event of a Security Breach, Themis shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertakes to protect the security and integrity of Content; and (d) use all reasonable endeavours to mitigate any harmful effect of the Security Breach.

6. Data Protection

6.1 The parties agree to comply with the provisions of the Data Processing Addendum set out in Exhibit B.

7. Regulatory Requirements

7.1 Subscriber authorises and Themis agrees to co-operate with all reasonable requests from a Regulator (and any lawful representatives of the Regulator) for access to Content pertaining to the clients and business of Subscriber.

7.2 Notwithstanding any other provisions of the Agreement, Themis agrees to return, upon demand, in a complete, readable and understandable form, all Content. This obligation will prevail even if Subscriber is in breach of its obligations to Themis or if Subscriber is in dispute with Themis.

8. Legal Compliance

8.1 If Themis is required by law to make any disclosure of Confidential Information, Themis will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Themis may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled to disclose.

8.2 Themis will only accept legal requests for production of Content or other Confidential Information through the procedures listed on https://www.clio.com/uk/legal-service.

9. Managed Backup and Archiving

9.1 Themis maintains a managed backup service on servers located in the European Economic Area to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Themis shall use such service to recover lost or corrupted Content at no cost to the Subscriber.

9.2 Following termination of the Service for any reason, Subscriber shall have ninety days to retrieve any and all Content before it is deleted.

10. Payment, Refunds, and Subscription Changes

10.1 In exchange for the Service, Subscriber shall pay the subscription fees advertised by Themis and in the manner and at the times specified below.

10.2 Subscribers must provide Themis with a valid credit card for payment for the applicable subscription fees. All subscription fees are exclusive of VAT or other sales or use taxes which Subscribers agree to pay as required by law, subject to Themis raising a valid VAT invoice.

10.3 In addition to any fees advertised for the Service, the Subscriber may incur additional expense incidental to using the Service including charges for Internet access, data roaming, and other data transmission charges.

10.4 Monthly Subscribers will be charged their inaugural monthly fee at the conclusion of their free trial period. Thereafter, they will be charged in advance each thirty days. Annual Subscribers will pay their annual fee in advance and will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are non-refundable.

10.5 Except in so far as the Service is unavailable by reason of the acts or omissions of Themis and as set out in Exhibit A, no refunds or credits (whether for monthly or annual subscriptions) will be issued for downtime, or for periods unused with an active subscription.

10.6 There are no charges for cancelling a subscription, and subscriptions cancelled prior to the end of their current billing cycle  will be available until the end of the current billing cycle and will not be charged again in the following cycle.

10.7 The amount charged to the Subscriber on successive billing cycles will be automatically updated to reflect any changes to the Subscriber’s subscription, including upgrades or downgrades. Adding User subscriptions or subscription upgrades will trigger prorated charges in the current billing cycle. Subscriber authorizes Themis to apply updated charge amounts.Subscription changes, including downgrades, may result in loss of features, or an increase or reduction in the amount of available capacity for Content provided by the Service.

10.8 All payments under this Agreement shall be made without deduction or withholding for any taxes. If Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Themis receives an amount equal to the sum it would have received had no such deduction or withholding been made.

10.9 Payment may be collected by Themis Solutions, Inc as agent for Themis.

11. Term and Termination

11.1 If Subscriber wishes to cancel its subscription, any Administrator may do so on its behalf at any time by accessing the Service and visiting app.clio.com/settings/subscription/edit or eu.app.clio.com/settings/subscription/edit, as applicable. For security reasons, cancellations shall only be performed by an Administrator using the account cancellation URL within the Service. The Administrator may be directed, within the Service, to call support to complete the cancellation. Cancellations shall not be accepted by email.

11.2 The term of this Agreement shall commence when the first User logs in to the Service and shall continue until such time as the Service is terminated using the settings provided for that purpose within the Service (or as otherwise expressly set out in this Agreement). Such settings are configured to allow an Administrator to terminate the Service at the end of the current subscription period, which is typically one month but may be of longer duration consistent with commercial offers made available from time to time. Without prejudice to Themis’ rights and remedies expressly set out in this Agreement, Themis is similarly entitled to terminate the Services (by giving notice to the Subscriber) at the end of the current subscription period.

11.3

(a) Without prejudice to any rights that have accrued under this Agreement or any of their rights or remedies, either party may at any time terminate this Agreement:

(b) by giving written notice to the other party with immediate effect if the other party commits a material breach of this Agreement (including failure to pay any amounts due under this Agreement for more than thirty days after the due date for payment) and fails to remedy that breach within a period of thirty days after being notified in writing to do so; or

(c) by giving thirty days’ written notice after the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is legally deemed unable to pay its debts, or (being an individual) is legally deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, or (being a partnership) has any partner to whom any of the foregoing apply; or

(d) by giving thirty days’ written notice after any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent to Clause 11.3.b.

11.4 Subscriber shall remove all Content from the Service prior to termination of this Agreement. Themis is authorised to delete and destroy all Content stored on the Service in the repository of Subscriber 90 days after the Agreement terminates. Themis shall have no obligation to notify any Users of termination of this Agreement or the Service or the deletion of Content. Themis shall have no liability to Subscriber or any Users related in any way to its deletion and destruction of Content in accordance with this Agreement. To the extent Subscriber requests the assistance of Themis in converting, copying, deleting or otherwise affecting Content in connection with the termination of this Agreement, such services will be performed on a time and material basis at rates outlined in Themis’ then-current price list and payment schedule.

11.5 As required by Clause 9 above (“Managed Backup and Archiving”), upon termination of a subscription, Content is made available to the Administrator or the designated User described in Clause 3 above. Following a period of no less than ninety (90) days from the termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to remain available for a period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement.

12. Limitation of Liability

12.1 Nothing in this Agreement shall exclude or limit any party’s liability for:

(a) death or personal injury resulting from that party’s negligence;

(b) that party’s fraud or statements made fraudulently by that party; or

(c) any other acts or omissions for which applicable law prohibits the exclusion or limitation of liability.

12.2 No party will be liable under any circumstances for any:

(a) loss of profit, loss of business, loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, business interruption whether direct or indirect in each case; or

(b) pure economic loss, indirect loss or consequential loss whatsoever and howsoever caused; or

(c) punitive or exemplary damages;
even if caused by that party’s negligence and/or breach of this Agreement and even if the party was advised that such loss would probably result.

12.3 Themis will not be liable for any loss or claims arising in connection with this Agreement to the extent that such loss or claims could have been avoided or reduced by the use of:

(a) back-up facilities available as part of the Service; or

(b) advice from help desk support or reasonable practices and tools promulgated by Themis to avoid such loss or claims.

12.4 Themis’ aggregate liability to Subscriber for any claims, losses, damages or expenses whatsoever and howsoever caused arising in connection with this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty, shall not exceed the total fees (excluding VAT) for all Users paid by the Subscriber during the 6 months leading up to the date the claim first arose.

12.5 A Regulator may enforce any term of this Agreement. Otherwise, any rights of any person to enforce these terms pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded.

12.6 Themis shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of Themis (a “Force Majeure Event”).

13. Warranties and Representations

13.1 Subscriber warrants and represents that it has the legal right to store, process and distribute Content using the Service.

13.2 Themis shall use reasonable care and skill when performing the Services.

13.3 Themis warrants that the Content will be encrypted and will be stored securely, having regard to the state of technological development and the cost of implementing any measures.

13.4 Each of the parties agrees to perform this Agreement in accordance with applicable laws.

13.5 Themis warrants and represents that it is lawfully entitled to enter into this Agreement and to provide the Services without infringing the Intellectual Property Rights of any third party.

13.6 The Services may not be compatible with Subscriber’s computer and/or other equipment. The Service may not be error free. Themis disclaims any warranty as to any results that may be obtained from the use of the Service. Nothing in this Clause 13.6 shall modify Themis’ obligations under Clause 4 above (“Confidentiality”) or Clause 5 above (“Security and Access”).

13.7 Each party acknowledges and agrees that it has not entered into this Agreement on the basis of any representations or promises not expressly contained herein.

13.8 Except as specifically provided elsewhere in this agreement, Themis hereby disclaims all warranties of any kind, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of third party rights with respect to any services provided by Themis.

14. Indemnification

14.1 Subscriber hereby agrees to indemnify and hold harmless Themis from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including professional fees, which arise from or relate to the following:

(a) Users’ breach of any obligation stated in this Agreement, and

(b) Users’ negligent acts or omissions.

14.2 Themis will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defence of any claim, suit or proceeding with legal advisers reasonably acceptable to Themis. Themis reserves the right to participate in the defence of the claim, suit, or proceeding, at Themis’ expense, with counsel of Themis’ choosing.

14.3 Without regard to the limitations and exclusions of liability set out in Clauses 12.2 to 12.4, Themis shall indemnify, defend and hold Subscriber harmless from and against any and all direct party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Service infringes any Intellectual Property Rights of any third party.

14.4 Without regard to the limitations and exclusions of liability set out in Clauses 12.2 to 12.4, Subscriber shall indemnify, defend and hold Themis harmless from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Content infringes any Intellectual Property Rights of any third party.

14.5 Any indemnity given by Themis to Subscriber under this Agreement is subject to the pre-condition that (i) Subscriber must mitigate its loss; (ii) Themis is given prompt and complete control of the claim giving rise to the indemnity (at Themis’ cost); (iii) Subscriber does not prejudice Themis’ defence of such claim; (iv) Subscriber gives Themis all reasonable assistance with such claim (at Themis’ cost); and (v) the claim does not arise as a result of any breach of Subscriber’s contractual obligations to Themis or other acts or omissions of Subscriber.

15. Miscellaneous

15.1 Themis shall be entitled to subcontract part, but not the whole, of the Service. To the extent that Themis does subcontract any part of the Service, Themis shall:

(a) be responsible for the acts and omissions of its subcontractors;

(b) procure from subcontractors obligations and restrictions consistent with Themis’ obligations and restrictions in this Agreement (including those relating to confidentiality, data protection and use of Content); and

(c) exercise reasonable care and skill in the appointment of subcontractors.

15.2 Technical support and training are available to Users with active subscriptions, and is available by telephone, email or electronic support ticket, as defined at support.clio.com/home and in Exhibit A.

15.3 Themis may provide the ability to integrate the Service with third party products and services at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Subscriber agrees that Themis has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. Themis can modify or cancel the integrations at any time without notice. For purposes of calculating downtime pursuant to Exhibit A, such calculation does not include the unavailability of any integration or any third party products or services.

15.4 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

15.5 This Agreement constitutes the entire agreement between Subscriber and Themis and governs Subscriber’s use of the Service, superseding any prior agreements between Subscriber and Themis (including any prior versions of this agreement).

15.6 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Clause 15.6 shall be void and of no effect.

15.7 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to the non-exclusive jurisdiction of the courts in Ireland.