OSPREY FLIGHT SOLUTIONS SUBSCRIPTION TERMS

1.              SUBSCRIPTION TERMS AND CONDITIONS 

1.1.          These Subscription Terms on which Sora Risk Solutions Limited, a company incorporated in England (registered number 11418513 of Ground Floor, Cromwell House, Andover Road, Winchester, Hampshire, United Kingdom, SO23 7BT, trading as OSPREY FLIGHT SOLUTIONS (“Osprey“) provides its Services (as defined below), together with the Order Form, including any orders or renewals made via email as agreed in writing between the parties, and any documents referred to in or incorporated into them by reference including without limitation any terms for Additional Services (as defined below), form a legally binding agreement which contains the entire agreement between Osprey and the Subscriber (together, the “Agreement“). 

1.2.          By using all or any part of the Services, the Subscriber accepts all the terms and conditions of the Agreement. Subscriber agrees that this Agreement is enforceable like any written negotiated agreement signed by Subscriber and that, if Subscriber does not agree, then neither it, nor any of its Authorised Users, shall use any part of the Services. 

2.      DEFINITIONS

2.1.  The following definitions apply to the Agreement:

Additional Services means any additional services purchased by Subscriber as set out in an Order Form and includes any support services, Implementation Services, professional services, API services.

Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. 

Allegation means an unaffiliated third party’s allegation.

API Terms means additional terms applicable when Subscriber subscribes for access to the API.

AUP means the acceptable use policy for the Services, available here AUP.

Confidential Information means (i) the Services and the Documentation (including any information or data relating thereto), and (ii) any other business, technical or engineering information or data (including third party information) disclosed or made available to the other party which by the nature of the information disclosed or the manner of its disclosure would be understood by a reasonable person to be confidential and/or proprietary, in each case in any form (including, without limitation, written, electronic, or oral) and whether furnished before, on, or after the Commencement Date. 

Control means where a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly.

Data Protection Legislation means the UK Data Protection Act 2018 and related subordinate legislation, as may be amended, updated or re-enacted from time to time, together with the GDPR for such time as it remains applicable in the UK.

Documentation means the documents made available to Subscriber by Osprey including AUP, SLA, User Terms and Conditions, the Specification (in respect of the API), user guides (whether in video or other format) available within the system or such other web address notified by Osprey to Subscriber from time to time.

Fault means a computer program fault, commonly referred to as “bug”, resulting in the Services materially failing to perform in accordance with the relevant specification or theServices.

Force Majeure Event means an event or circumstance to the extent it is beyond the reasonable control of the relevant party and which prevents or impairs performance of an obligation of that party under this Agreement.

Group Company means, in relation to a company, a subsidiary undertaking or a parent undertaking of that company or a subsidiary undertaking of any such parent undertaking where “parent undertaking” and “subsidiary undertaking” have the meanings ascribed to them in section 1162 of the Companies Act 2006

Implementation Services shall mean professional services for installation, implementation, and/or integration of the Services identified in an Order Form.

Indemnified Liabilities means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction. 

Insolvency Event means where  Subscriber (i) holds any meeting with or proposes to enter into or has proposed to it any arrangement or composition with its creditors (including any voluntary arrangement as described in the Insolvency Act 1986); (ii) has a receiver, administrator, or other encumbrancer take possession of or appointed over or has any distress, execution or other process levied or enforced (and not discharged within 7 days) upon the whole or substantially all of its assets; (iii) ceases or threatens to cease to carry on business or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or (iv) suffers any analogous event.

Intellectual Property Rights means all and any intellectual property or industrial property rights, including without limitation any patent, copyright, trademark, domain name, social media tags, registered designs, utility models, rights in databases, know-how, trade secret, rights in get-up, goodwill and the right to sue for passing off or unfair competition,  rights in computer software, database rights, rights to preserve the confidentiality of information and neighbouring rights and rights of a similar or corresponding character in any part of the world (whether or not registered or capable of registration) and all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority for such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Additional Alert Recipients: recipients other than Authorised Users to whom Osprey may agree to send copies of the alerts, the number is specified in the Order.

Authorised User means an individual granted access by a Subscriber authorised pursuant to an Order or as otherwise agreed in writing with Osprey, limited to the number of users specified in an Order form unless otherwise agreed in writing.

End Users: the Authorised Users, together with any other individuals (such as the Subscriber ‘s employees, contractors, or agents) whom the Subscriber enables to use or access the Subscription Services and where relevant the API.

Osprey System means the system provided by Osprey which is owned and operated by Osprey and includes the proprietary software, together with any improvements, modifications, derivative works, patches, updates, and upgrades thereto that Osprey provides to Subscriber hereunder or that are developed in connection with this Agreement.

Services means the Osprey System and Subscription Services.

Subscription Services means the subscription services specifically described in the Order Form. 

SLA or Service Level Agreement means the standards of performance to be achieved by Osprey as set out on the Osprey website from time to time, SLA

Subscriber means the entity who has signed the Order Form.

Subscription Fee means the fee specified in the Order Form (or a proposal from Osprey to the Subscriber).

Third-Party Legal Proceeding means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

User Terms and Conditions means the terms of use applicable for users of the Services available here User Terms.

3.              SERVICES

3.1. Subject to Subscriber paying the Fees in accordance with this Agreement, Osprey shall provide the Services to Subscriber for the sole benefit of the Subscriber. 

3.2.          Osprey grants Subscriber a revocable, non-exclusive, non-transferable and non-sublicensable worldwide licence, limited in time to the Initial Term specified in the Order Form plus any renewals provided always that Subscriber has paid the then applicable Fees to access and use the Services solely for the purposes of, and in accordance with, this Agreement. 

3.3.          The number of Authorised Users permitted to use the Services, and the number of Additional Alert Recipients (if any) is as stated in the Order Form. If at any time Subscriber’s use of the Services exceeds the number listed in the Order Form, Osprey may notify Subscriber of the excess usage and charge Subscriber for the additional users or alert recipients. 

3.4.          The right to use any Documentation is limited to use in support of the use permitted under this Clause 3.

3.5.          Osprey may update or upgrade the Services from time to time.

3.6.           Subscriber shall perform its obligations and comply with any other reasonable requests notified to it in connection with its use of the Services, in a timely manner. In particular, Subscriber shall, and shall ensure that the Authorised Users shall: 

3.6.1.      comply with the AUP as published from time to time;

3.6.2.      use the Services in a professional and responsible way, and shall comply with all applicable laws relating to its use or receipt of the Services;

3.6.3.      use the Services only for Subscriber’s own internal business purposes or operations (where applicable in the manner authorised by Osprey). Subscriber shall not be entitled to use the Services in connection with the direct provision of any paid services other than as an ancillary support tool, and Subscriber has no right to share access, transfer access or sub-license, subcontract, rent, lease, sell or resell or otherwise deal in any way with the Services in whole or in part either temporarily or permanently except as expressly authorised in writing by Osprey;

3.6.4.      comply with all applicable technology control or export laws and regulations;

3.6.5.      not:

(i)   copy or share, content, including forwarding email notifications (including screenshots), without the express written permission of Osprey; 

(ii) introduce any Viruses into the Osprey System or Osprey’s other systems

(iii)alter, disable, interfere with, or circumvent any aspect of the Services or the equipment used to provide the Services, including any of the security features of the Services, or do anything designed to affect their integrity or access to them;

(iv)           test or reverse-engineer the Services in order to find limitations or vulnerabilities, or for any other reason; 

(v)             reproduce, modify, decompile, reverse engineer, or prepare derivative works of the Services, or otherwise infringe any intellectual property rights in the Services;

(vi)           perform any indexing, scraping, or data mining of the Services; 

(vii)          infringe any person’s privacy rights, intellectual property rights, or other rights in the course of its use of the Services;

(viii)         access all or any part of the Services in order to build a product or service which competes in any way with the Services;

(ix)           make the Services available to any third party except to Authorised Users.

3.7.           Subscriber acknowledges that, by virtue of using the Services, it is not located in a jurisdiction where use of the Services and/or the uploading or sharing of any materials via the Services is illegal or restricted by applicable law. Osprey reserves the right at all times to not provide access to the Services if Subscriber is located in such a jurisdiction and Subscriber should, in such a case, immediately discontinue its use of the Services.

4.              INTELLECTUAL PROPERTY RIGHTS

Subscriber acknowledges that all Intellectual Property Rights in (i) the Services (ii) the Documentation and (iii) analysis and data viewed via the Services throughout the world belong to Osprey, that the right to use the Services is a revocable right and Subscriber has no Intellectual Property Rights in, or to, the Services or the Documentation other than the right to use the Services in accordance with this Agreement.

5.              DATA PROTECTION

Osprey shall comply with its obligations under Data Protection Legislation. 

6.      INDEMNIFICATION      

6.1.          Osprey will defend and indemnify Subscriber against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of the Services infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark. 

6.2.          Unless prohibited by applicable law, Subscriber will defend and indemnify Osprey and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from Subscriber’s, or Authorised Users’, use of the Services in violation of the AUP.

6.3.          This Clause 6 will not apply to the extent the underlying Allegation arises from: (a) the indemnified party’s breach of this Agreement; (b) modifications to the indemnifying party’s Software or Documentation by anyone other than the indemnifying party; (c) combination of the indemnifying party’s Services with materials not provided by the indemnifying party; or (d) use of non-current or unsupported versions of the Services or Documentation;

6.4.          The indemnities under this Clause will apply only to the extent (a) the indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and (b) cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 6.4 (i) prejudices the defence of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Clause 6.1 or 6.2 (as applicable) will be reduced in proportion to the prejudice or (ii) the indemnified party gives sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own legal counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

6.5.          If Osprey reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Osprey may, at its sole option and expense: (a) procure the right for Subscriber to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.

6.6.          This section sets forth Osprey sole liability and obligation and Subscriber’s sole and exclusive remedy with respect to any claim of intellectual property infringement, in contract, tort, statutory duty, or howsoever arising. Furthermore, except to the extent specifically covered by Osprey’s indemnification obligation above, Subscriber shall indemnify, hold harmless and defend Osprey against all third-party claims (including attorneys’ fees) against Osprey arising from or relating to Subscriber’s use of the Services in violation of this Agreement, inconsistent with the Documentation, or in violation of applicable law.

7.              OSPREY WARRANTY AND DISCLAIMER

7.1.          The Services are provided on an “as is” basis. 

7.2.          Osprey warrants that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.3.          The warranty at Clause 7.2 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Osprey’s instructions, or modification or alteration of the Services by any party other than Osprey or Osprey’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Osprey will use reasonable commercial endeavours to correct any such non-conformance promptly or provide Subscriber with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Subscriber’s sole and exclusive remedy for any breach of the warranty in Clause 7.2.

7.4.          Osprey:

7.4.1.      does not warrant that: (i) Subscriber’s use of the Services will be uninterrupted or error-free; or (ii) that the Services, Documentation and/or the information obtained by Subscriber through the Services will meet Subscriber’s requirements; or (iii) the Services will be free from vulnerabilities or viruses.

7.4.2.      is not responsible for any delays, delivery failures, or any other loss or damage resulting from (i) the failure of any third party system used by Subscriber into which Osprey is connected via a third party API (ii) the transfer of data over communications networks and facilities, including the internet, and Subscriber acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.5.          Any information or analysis obtained or accessed from Subscriber’s use of the Services is provided using the best information available to Osprey at the time they are created. No liability is accepted for any loss or liability suffered, whether direct or indirect, consequential or otherwise, as a result of any inaccurate or incomplete information and Subscriber and each user agrees and acknowledges that nothing in the Services absolves Subscriber and user from the responsibility to conduct their own risk assessment.

7.6.          Except as expressly and specifically provided otherwise in this Agreement: (i) Subscriber assumes sole responsibility for results obtained from the use of the Services and the Documentation, and for conclusions drawn from such use; (ii) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

7.7.      This Agreement shall not prevent Osprey from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7.8.          Osprey warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement. 

8.              ADDITIONAL SERVICES 

8.1.          In the Order Form, Subscriber may opt to purchase Additional Services from Osprey. Additional Services may be subject to separate terms and conditions.

8.2.          All Fees for Additional Services will be agreed between the parties in the relevant Order Form.

8.3.          Subject to the payment of the applicable Fees, if any, Osprey shall use commercially reasonable efforts to provide Subscriber with such Additional Services. 

8.4.          Osprey may provide additional consulting, integration, or other professional services (collectively, “Professional Services”) requested by Subscriber with respect to Subscriber’s use of the Services as may be mutually agreed by the parties. The performance of any Professional Services by Osprey shall not affect the ownership of the, Documentation and other related documentation or materials provided by Osprey in connection with this Agreement. 

8.5.          Any additional consulting, integration or other Professional Services requested by Subscriber from Osprey will be subject to a separate, mutually agreed upon agreement executed by the Parties.

9.              PAYMENT

9.1.          Subscriber shall pay the Fees to Osprey in accordance with this Clause 9.

9.2.          All Fees shall be as stated in the Order Form. The Fees shall be invoiced annually in advance on the anniversary of the Commencement Date. All fees set forth in the invoice are due within fourteen (14) days of the date of invoice (unless otherwise agreed in the Order Form). Invoices may be sent by email and shall be deemed to have arrived the same day.

9.3.          Osprey shall be entitled to charge an additional reasonable fee for attending to if Osprey can demonstrate the Fault is due to the act, negligence or default of Subscriber or any person under the reasonable control of Subscriber.

9.4.          The number of users may be increased by notifying Osprey. Authorised Users added prior to the 15th of a month will be charged for the month in which their authorisation is granted, and a separate invoice will be issued for month in which the user is authorised. For users authorised after the 15th of a month charges will commence on the 1st day of the month following authorisation and will be included on the invoice. The annual fee will be prorated to conform with the remainder of the Subscriber’s Initial Term, or continuation term. 

9.5.          All payments shall be made in the currency and via electronic transfer to the account specified in the invoice. 

9.6.          Pricing will automatically increase (following the expiry of the Initial Term and thereafter on an annual basis) by the greater of 5% or in line with the percentage increase in the Retail Prices Index over that period or as otherwise stated in the Order Form.  

9.7.          All Fees are exclusive of any taxes or VAT. Subscriber shall be responsible for all taxes arising under this Agreement, including, but not limited to, sales, use, gross receipts, excise, value added, withholding and goods and services taxes (but not including Osprey’s UK income taxes), in addition to any duties, costs of compliance with export and import controls and regulations, and other governmental assessments. 

9.8.          If Osprey has not received payment of the Fee by the due date, and without prejudice to any other rights and remedies of Osprey:

(i)              Osprey may, disable Subscriber’s or Authorised Users’ passwords, accounts and access (where applicable) to all or part of the Services and Osprey shall be under no obligation to provide any or all of the Services while such fee remains unpaid; and

(ii)             apply interest at an annual rate equal to 4% over the then current base lending rate of the Bank of England.

(iii)            Subscriber shall pay all sums under this Agreement in full without any set-off, counterclaim or deduction. If Subscriber is required by law to deduct or withhold an amount from any sum payable to Osprey under the Agreement (whether as a result of tax or otherwise), Subscriber shall pay a sum that ensures that Osprey receives and retains a net sum equal to the amount it would have received if no such deduction or withholding had been made or been required to be made. If Osprey has liabilities to Subscriber, Osprey may elect to set-off any sums payable to Subscriber against any sums payable by Subscriber.

10.           LIABILITY

10.1.       Nothing in this agreement excludes either party’s liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other matter for which it would be unlawful for a party to limit or exclude its liability.

10.2.       Subject to Clause 10.1, in no circumstances whatsoever shall Osprey be liable to Subscriber  (whether under contract, tort (including for negligence or breach of statutory duty) or otherwise, and whether such loss is direct or indirect) for (i) any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; (ii) for any loss or damage to their business, property or staff howsoever caused by Osprey, or by Osprey personnel attending their premises or otherwise, except and then only subject to the remainder of this Clause 10, where any such loss or damage arises by reason of the negligence or the wilful misconduct of Osprey or Osprey personnel.

10.3.       Osprey’s total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Fees paid by Subscriber during the 12 months immediately preceding the date on which the claim arose. 

10.4.       Any failure of the Osprey System to operate in accordance with the SLA is limited to those remedies set out in the SLA.

10.5.       Subject to Clause 10.1, in no circumstances whatsoever shall either party be liable (whether arising under contract, tort including negligence, statute or otherwise) for any indirect or consequential loss or damage, or any special or exemplary loss or damage.

11.           SUSPENSION

11.1.                Osprey reserves the right to suspend or terminate access to the Services (either in  whole or part): (i) if Subscriber  is in breach of these Subscription Terms; (ii) if Subscriber’s use of the Osprey System would cause a real risk of harm or loss to Osprey or other users; (iii) in an emergency, and/or to safeguard the integrity and security of its network or systems and/or maintain, repair, or enhance the performance of its network or systems; (iv) where Subscriber fails to pay any undisputed sums; or (v) where it is express to have a right to do so elsewhere in this Agreement.

11.2.                Osprey will provide Subscriber with reasonable advance notice via the email address associated with the account of any suspension where it is reasonably practicable and appropriate to do so. 

11.3.                Osprey  will not provide notice before termination where: (i) Subscriber is in material breach of these Subscription Terms: (ii) such notice would cause Osprey legal liability or compromise its ability to provide the Osprey System to other users, or (ii) Osprey is prohibited from doing so by law. 

11.4.                Osprey shall not be liable to  Subscriber for any loss or damage resulting from any suspension to the Services.

12.           TERM AND TERMINATION

12.1.       The Agreement shall commence on the Commencement Date and will continue until the end of the Initial Term, and thereafter will automatically renew annually, each time for 12 months, unless terminated earlier in accordance with its terms.

12.2.       On termination of this agreement for any reason, all rights and licenses granted to  Subscriber and all access and use of the Services shall cease.Subscriber shall promptly return to Osprey all Documentation, including all portions thereof and all other Confidential Information, and so certify its compliance with the foregoing to Osprey in writing within ten (10) days of termination or expiration. 

12.3.       Upon termination of the Agreement, Osprey will have the right to immediately deactivate any account(s) of  Subscriber (and any Authorised Users) and suspend access to the Osprey System. 

12.4.       Provided that Subscriber has paid all sums due under this Agreement; either Party may terminate this Agreement for its convenience with three (3) months’ written notice to take effect not earlier than the end of the then current term

12.5.       Without limiting either party’s other rights of termination set forth in this Agreement, either party may terminate this Agreement immediately upon written notice to the other if the other party is in material breach of any term, condition or provision of this Agreement and the breach cannot be remedied or is not remedied  within thirty (30) days following written notice of such breach.

12.6.       Osprey may terminate this Agreement:

12.6.1.   if Subscriber fails to pay any undisputed sum due under the Agreement within the relevant payment term and remains in default not less than ten (10) business days after being notified to make such payment;

12.6.2.   if Subscriber suffers an Insolvency Event;

12.6.3.   in any other circumstances in which Osprey has suspended the Services in accordance with this Agreement and has not been able to reinstate it within ten (10) business days following the initial suspension having exercised reasonable efforts to do so where appropriate; or

12.6.4.   where it is expressed to have the right to do so elsewhere in this Agreement. 

12.6.5.   a Change of Control of Subscriber. As used herein, “Change of Control” means, the (a) consolidation or merger of a party with or into any person or entity, including by operation of law; (b) sale, transfer or other disposition of all or substantially all of the assets of the party’s business related to the subject matter of this Agreement; or (c) acquisition by any person or entity, or group of persons or entities acting in concert, of beneficial ownership of fifty point one percent (50.1%) or more of the outstanding voting securities or partnership interests of a party; 

12.7.       No termination or expiration of this Agreement shall limit or affect Osprey’s rights or Subscriber’s obligations that accrued prior to the effective date of termination or expiration (including without limitation, payment obligations). Furthermore, this Clause 12.7 and Clauses 7, 9, 10 (but only for the period of time specified therein), 11, 12.2, 13, 14, and 15 shall survive any termination or expiration of this Agreement. Termination is not an exclusive remedy and all other remedies will remain available. 

13.           CONFIDENTIALITY

13.1.                Each party shall keep the other party’s Confidential Information confidential and use the same care and discretion (and as a minimum reasonable care and discretion) to prevent unauthorised disclosure, publication or dissemination of the other party’s Confidential Information as it employs with similar information of its own and shall not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information except and solely and strictly as expressly permitted under this Agreement. 

13.2.                This clause 13 shall not apply to the extent that; (i) such disclosure is required by law; (ii) such information was already in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure; (ii) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement; (iv) disclosure is to its advisors, employees, agents or contractor’s of those of its Group Companies; (v) disclosure is made to a party’s legal counsel, independent auditors, or other professional advisers who are subject to professional duties of confidence. 

13.3.                For the avoidance of doubt each party shall be responsible for breaches of this clause by any such person or entity to whom it discloses the other party’s Confidential Information as if those breaches were its own.

14.           CHANGES OR DISCONTINUANCE

14.1.                Osprey may (at its discretion): (i) discontinue the Services either in response to unforeseen circumstances beyond its control, to comply with a legal requirement, or due to a change of business strategy; (ii) change the technical specification or functionality of the Services (a “Change“). 

14.2.                Osprey will where possible give reasonable prior notice of any Change. 

14.3.                If Osprey discontinues the Osprey Services in this way before the end of any term Subscriber has paid for, Osprey will refund any portion of the fees pre-paid.

15.           GENERAL

15.1.                Osprey is provided a limited license during the term of this Agreement to use Subscriber’s logo on its website, or in a general marketing presentation, on a purely factual basis that Subscriber is a user of the Services.

15.2.                All terms, representations, and obligations implied by statute, common law, trade usage, course of dealing or otherwise are excluded to the fullest extent permitted by law.

15.3.                Any provisions of the Agreement, which either expressly or by their nature extend beyond the expiry or termination of this agreement, shall survive such expiration or termination. 

15.4.                This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts. 

15.5.                Osprey shall have no liability to Subscriber under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business due to a Force Majeure Event. 

15.6.                A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

15.7.                Osprey may vary the Agreement by providing notice to Subscriber, provided no such variation will take effect until the end of the subscription month in which the change is notified.

15.8.                No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

© 2023 SORA RISK SOLUTIONS LIMITED T/A OSPREY FLIGHT SOLUTIONS ™ Subscription Terms V2.3_29_Sept_23 effective 1 October 2023

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