License Agreement

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I.Definitions (in alphabetical order)

In this Agreement, except to the extent expressly provided otherwise:

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"Business Day" means any weekday other than a public holiday in Slovakia;

"Business Hours" means the hours of 09:00 to 17:00 CET on a Business Day;

"Charges" means the amounts specified in Section XIII

"Confidential Information" means the Licensor Confidential Information and the Licensee Confidential Information;

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Licensee Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the Licensee;

"Effective Date" means the date of execution of this Agreement;

“ELEFONT Cloud" means the web hosting or server hosting services on the cloud of the Licensor;

"EULA" means the end user license agreement for the Software that is set out in Schedule 4 (EULA), as it may be updated from time to time in accordance with its terms;

"Expenses" means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by the Licensor exclusively in connection with, the performance of the Licensor's obligations under this Agreement;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Licensee Systems" means the computer and networking hardware and software systems of the Licensee that will or may interact with the Software;

"Maintenance Services" means the supply to the Licensee and application to the Software of Updates and Upgrades;

"Minimum Term" means, in respect of this Agreement, the period of 12 months beginning on the Effective Date;

"Release" means, in respect of an Update or Upgrade, the release of that Update or Upgrade to the Licensees of the Licensor;

"Schedule" means any schedule attached to the main body of this Agreement;

"Services" means any services that the Licensor provides to the Licensee, or has an obligation to provide to the Licensee, under this Agreement;

"Set Up Services" means the installation, integration and configuration of the Software;

"Software" means the software identified in Section III;

"Software Defect" means a defect, error or bug in the Software having an adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

  • any act or omission of the Licensee or any person authorised by the Licensee to use the Software
  • any use of the Software contrary to the Documentation by the Licensee or any person authorised by the Licensee to use the Software
  • a failure of the Licensee to perform or observe any of its obligations in this Agreement; and/or
  • an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

"Software Specification" means the specification for the Software set out in the Documentation, as it may be varied by the written agreement of the parties from time to time;

"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;

"Support Services" means support in relation to the use of the Software and the identification and resolution of errors in the Software, but shall not include the provision of training services whether in relation to the Software or otherwise;

"Term" means the term of this Agreement, commencing in accordance with Section II, Clause 1 and ending in accordance with Section II, Clause 2;

"Update" means a hotfix, patch or minor version update to the Software;

"Upgrade" means a major version upgrade of the Software.


II. Term

  1. This Agreement shall come into force upon the Effective Date.
  2. This Agreement shall continue in force indefinitely OR until termination of the contract in accordance with Section XX or any other provision of this Agreement.


III. Software specification

  1. The subject of this Agreement is using of the ELEFONT with all its components and modules.
  2. ELEFONT is a web-based application that allows the presentation and sale of digital products, such as fonts and font families, and non-digital products.
  3. The specification of ELEFONT is an addendum of the Agreement.


IV. Supply of the software

  1. The Licensor shall provide access to the Software for Licensee in accordance with The Order of the Project.


V. License

  1. The Licensor hereby grants to the Licensee a worldwide, non-exclusive license to use a single license of the Software in accordance with The Order of the Project.
  2. The Licensee may not sub-license and must not purport to sub-license any rights granted under Section V, Clause 1 without the prior written consent of the Licensor.
  3. The Software may only be used by the officers and employees of the Licensee.
  4. The Licensee must comply with the License Agreement and must ensure that all persons who use the Software with the authority of the Licensee comply with the License Agreement.
  5. Save to the extent expressly permitted by this Agreement or its Addendums, any license granted under this Section V shall be subject to the following prohibitions:

    a) the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
    b) the Licensee must not alter, edit or adapt the Software; and
    c) the Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.


VI. License types

  1. The Software is available in 3 license types.

    a) ELEFONT Subscription
    b) ELEFONT Standard
    c) ELEFONT Take Away

  2. ELEFONT Subscription:

    a) allows the Licensee to use the Software solely in accordance with this Agreement;
    b) allows the Licensee to use the Software placed only on the ELEFONT Cloud;
    c) gives the Licensee no right or permission for the ownership of the license;
    d) charges the Licensee:
       (i) monthly fee of 149 € (for ELEFONT StartUp package of the ELEFONT Subscription plan); or
       (ii) monthly fee of 249 € (for ELEFONT Pro package and ELEFONT Max package of the ELEFONT Subscription plan)
       (iii) design customization - the price may vary in accordance to The Order and Project Development and Support Services Agreement (available for all packages of the ELEFONT Subscription plan - ELEFONT StartUp, ELEFONT Pro and ELEFONT Max)
    The fees can be paid either monthly or quarterly or yearly.
    e) allows using of the Software in accordance with the condition set in The Order of the Project and usage of the Software only till the Termination of this Agreement or/and till the Termination of Project Development and Support Services Agreement.

  3. ELEFONT Standard:

    a) allows the Licensee to use the Software solely in accordance with this Agreement;
    b) allows the Licensee to use the Software placed only on the ELEFONT Cloud;
    c) gives the Licensee no right or permission for the ownership of the license;
    d) charges the Licensee:
      (i) initial costs of 4 990 € (for ELEFONT StartUp package of the ELEFONT Standard plan); or
      (ii) initial costs of 14 990 € (for ELEFONT Pro package and ELEFONT Max package of the ELEFONT Standard plan)
      (iii) design customization - the price may vary in accordance to The Order and Project Development and Support Services Agreement (available for all packages of the ELEFONT Standard plan - ELEFONT StartUp, ELEFONT Pro and ELEFONT Max)
    e) allows using of the Software in accordance with the condition set in The Order of the Project and usage of the Software only till the Termination of this Agreement or/and till the Termination of Project Development and Support Services Agreement.

  4. ELEFONT Take Away:

    a) allows the Licensee to use the Software solely in accordance with this Agreement.
    b) allows the Licensee to use the Software placed either on the ELEFONT Cloud or on the server of the third party - in accordance with the Order of the Project and Project Development and Support Services Agreement;
    c) makes the Licensee the owner of the license. The License can be used exlusively and only in accordance with this Agreement, The Project Development and Support Services Agreement, The Order of the Project and other Agreements between the Licensor and the Licensee;
    d) charges the Licensee:
      (i) initial costs of 4 990 € (for ELEFONT StartUp package of the ELEFONT Take Away plan); or
      (ii) initial costs of 14 990 € (for ELEFONT Pro package and ELEFONT Max package of the ELEFONT Take Away plan);
      (iii) the price of the License of the Software of 14 990 € (for all packages of the ELEFONT Take Away plan - ELEFONT StartUp, ELEFONT Pro and ELEFONT Max);
      (iv) design customization - the price may vary in accordance to The Order and The Project Development and Support Services Agreement (available for all packages of the ELEFONT Take Away plan - ELEFONT StartUp, ELEFONT Pro and ELEFONT Max).


VII. Source Code

Nothing in this Agreement shall give to the Licensee or any other person any right to access or use the Source Code or constitute any license of the Source Code.


VIII. No assignment of Intellectual Property Rights

Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the Licensee, or from the Licensee to the Licensor.


IX. License audit

  1. The Licensor may examine the computer systems, electronic files and paper files of the Licensee at the premises of the Licensee for the purpose of ascertaining whether the Licensee is complying with the licenses granted under or in relation to this Agreement. Such an examination shall be limited to those computer systems, electronic files and paper files the examination of which is reasonably necessary to achieve that purpose.
  2. The Licensor must give to the Licensee at least 10 Business Days' written notice of an examination under this Section IX.
  3. The Licensee shall provide to the Licensor all such co-operation as the Licensor may reasonably request in relation to an examination under this Section IX.
  4. Any examination under this Section IX shall be at the cost of the Licensor unless the examination demonstrates that the Licensee has breached the terms of any license under this Agreement, in which case the Licensee shall pay to the Licensor the reasonable costs of the examination.
  5. Not more than 1 examination under this Section IX may be conducted in any 12 month period.


X. Maintenance Services

  1. The Licensor shall provide the Maintenance Services to the Licensee during the .
  2. The Licensor shall provide the Maintenance Services with reasonable skill and care.
  3. The Licensor shall make the maximum effort not to introduce any Software Defects into the Software the Licensee while the application of Updates and Upgrades to the Software.
  4. The Licensor may suspend the provision of the Maintenance Services if any amount due to be paid by the Licensee to the Licensor under this Agreement is overdue, and the Licensor has given to the Licensee at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
  5. The Licensor may terminate the Maintenance Services by giving to the Licensee at least 30 days written notice.
  6. If the Licensor stops or makes a good faith decision to stop providing maintenance services in relation to the Software to its Licensees generally, then the Licensor may terminate the Maintenance Services by giving at least 90 days' written notice of termination to the Licensee.
  7. If the Maintenance Services are terminated in accordance with the provisions of this Section X:

    a) the Licensee must pay to the Licensor any outstanding Charges in respect of Maintenance Services provided to the Licensee before the termination of the Maintenance Services;
    b) the Licensor must refund to the Licensee any Charges paid by the Licensee to the Licensor in respect of Maintenance Services that were to be provided to the Licensee after the termination of the Maintenance Services;
    c) the provisions of this Section X, excluding this Section X, Clause 7, shall cease to apply, but the other provisions of this Agreement will continue notwithstanding such termination.


XI. Support Services

  1. The Licensor shall provide the Support Services to the Licensee during the Term.
  2. The Licensor shall provide the Support Services with reasonable skill and care.
  3. The Licensor shall provide the Support Services in accordance with the Project Development and Support Services Agreement and The Order.
  4. The Licensor may suspend the provision of the Support Services if any amount due to be paid by the Licensee to the Licensor under this Agreement is overdue, and the Licensor has given to the Licensee at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
  5. The Licensor may terminate the Support Services by giving to the Licensee at least 30 days' written notice.
  6. If the Support Services are terminated in accordance with the provisions of this Section XI:

    a) the Licensee must pay to the Licensor any outstanding Charges in respect of Support Services provided to the Licensee before the termination of the Support Services;
    b) the Licensor must refund to the Licensee any Charges paid by the Licensee to the Licensor in respect of Support Services that were to be provided to the Licensee after the termination of the Support Services;
    c) the provisions of this Section XI, excluding this Section XI, Clause 6, shall cease to apply, but the other provisions of this Agreement will continue notwithstanding such termination.


XII. Additional Development Services

  1. From time to time during the Term, the parties may agree that the Licensor shall provide to the Licensee Additional Development Services.
  2. The parties must ensure that the following matters relating to any Additional Development Services (at least) are agreed in accordance with this Section XII, Clause 1 before the Licensor begins the provision of those Additional Development Services: the scope of the Additional Development Services and the specification of the Additional Works, the timetable for the provision to the Additional Development Services, the Licensee's specific obligations in relation to the Additional Development Services, what (if any) acceptance procedure will apply to the Additional Works, how the Intellectual Property Rights in the Additional Works will be assigned and/or licensed, what warranties the Licensor will give to the Licensee in relation to the Additional Works, and the amount or calculation of the Charges payable in respect of the Additional Development Services.
  3. The Licensor shall provide any Additional Development Services with reasonable skill and care and shall use all reasonable endeavors to provide the Additional Development Services in accordance with the timetable agreed by the parties.


XIII. Charges

The Licensee shall pay the Charges to the Licensor in accordance with this Agreement.

All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes (VAT), which will be added to those amounts and payable by the Licensee to the Licensor.

The Licensor may elect to increase any element of the Charges by giving the Licensee not less than 30 days' written notice of variation, providing that such increase shall not exceed 5% of the amount of previous charges.


XIV. Payments

The Licensor shall issue invoices for the Charges to the Licensee in accordance with the license type or/and The Project Development and Support Services Agreement and The Order.

The Licensee must pay the Charges to the Licensor within the period of 14 days following the issue of an invoice in accordance with this Section XIV.

The Licensee must pay the Charges by using such payment details as are given by the Licensor.

If the Licensee does not pay any amount properly due to the Licensor under this Agreement, the Licensor may charge the Licensee interest on the overdue amount at the rate of 0,01% per day which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month.


XV. Confidentiality obligations

  1. The Licensor must:

    a) keep the Licensee Confidential Information strictly confidential;
    b) not disclose the Licensee Confidential Information to any person without the Licensee's prior written consent, and then only under conditions of confidentiality approved in writing by the Licensee;
    c) use the same degree of care to protect the confidentiality of the Licensee Confidential Information as the Licensor uses to protect the Licensor's own confidential information of a similar nature, being at least a reasonable degree of care;
    d) act in good faith at all times in relation to the Licensee Confidential Information;

  2. The Licensee must:

    a) keep the Licensor Confidential Information strictly confidential;
    b) not disclose the Licensor Confidential Information to any person without the Licensor's prior written consent, and then only under conditions of confidentiality approved in writing by the Licensor;
    c) use the same degree of care to protect the confidentiality of the Licensor Confidential Information as the Licensee uses to protect the Licensee's own confidential information of a similar nature, being at least a reasonable degree of care;
    d) act in good faith at all times in relation to the Licensor Confidential Information;

  3. Notwithstanding this Section XV., Clauses 1 and 2, a party's Confidential Information may be disclosed by the other party to that other party’s officers, state employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
  4. No obligations are imposed by this Section XV. with respect to a party's Confidential Information if that Confidential Information:

    a) is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
    b) is or becomes publicly known through no act or default of the other party; or
    c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

  5. The restrictions in this Section XV. do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
  6. Upon the termination of this Agreement, each party must immediately cease to use the other party's Confidential Information.
  7. Within 10 Business Days following the date of termination of this Agreement, the relevant party must destroy or return to the other party (at the other party's option) all media containing the other party's Confidential Information, and must irrevocably delete the other party's Confidential Information from its computer systems.
  8. The provisions of this Section XV. shall continue in force indefinitely following the termination of this Agreement.


XVI. Warranties

  1. The Licensor warrants to the Licensee that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
  2. The Licensor warrants to the Licensee that:

    a) the Software as provided will conform in all respects with the Software Specification;
    b) the Software will be supplied free from Software Defects and will remain free from Software Defects for a period of at least 12 months following the supply of the Software;
    c) the Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
    d) the Software shall incorporate security features reflecting the requirements of good industry practice.

  3. The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under either EU law or law of the third countries.
  4. The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
  5. If the Licensor reasonably determines, or any third party alleges, that the use of the Software by the Licensee in accordance with this Agreement infringes any person's Intellectual Property Rights, the Licensor may acting reasonably at its own cost and expense:

    a) modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into the Software and must not result in the Software failing to conform with the Software Specification; or
    b) procure for the Licensee the right to use the Software in accordance with this Agreement.

  6. The Licensee warrants to the Licensor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
  7. All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.


XVII. Acknowledgements and warranty limitations

  1. The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
  2. The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be entirely secure.
  3. The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
  4. The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Software; and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the Software or the use of the Software by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.


XVIII. Limitations and exclusions of liability

  1. Nothing in this Agreement will:

    a) limit or exclude any liability for death or personal injury resulting from negligence;
    b) limit or exclude any liability for fraud or fraudulent misrepresentation;
    c) limit any liabilities in any way that is not permitted under applicable law; or
    d) exclude any liabilities that may not be excluded under applicable law.

  2. The limitations and exclusions of liability set out in this Sestion XVIII and elsewhere in this Agreement:

    a) are subject to this Section XVIII, Clause 1; and
    b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

  3. Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
  4. Neither party shall be liable to the other party in respect of any loss of revenue or income.
  5. Neither party shall be liable to the other party in respect of any loss of use or production.
  6. Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
  7. Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.
  8. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.


XIX. Force Majeure Event

  1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
  2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

    a) promptly notify the other; and
    b) inform the other of the period for which it is estimated that such failure or delay will continue.

  3. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.


XX. Termination

  1. The Licensor may terminate this Agreement by giving to the Licensee not less than 60 days' written notice of termination.
  2. The Licensee may terminate this Agreement by giving to the Licensor not less than 60 days' written notice of termination.
  3. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

    a) the other party commits any breach OR of this Agreement, and the breach is not remediable;
    b) the other party commits a breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
    c) the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).

  4. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

    a) the other party:
      (i) is dissolved;
      (ii) ceases to conduct its business;
      (iii) is or becomes unable to pay its debts as they fall due;
      (iv) is or becomes insolvent or is declared insolvent;
    b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
    c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
    d) if that other party is an individual:
      (i) that other party dies;
      (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
      (iii) that the other party is the subject of a bankruptcy petition or order.

  5. The Licensor may terminate this Agreement immediately by giving written notice to the Licensee if:

    a) any amount due to be paid by the Licensee to the Licensor under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
    b) the Licensor has given to the Licensee at least 30 days' written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Section XX., Clause 5.


XXI. Effects of termination

  1. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have the effect, save that the following provisions of this Agreement shall survive and continue to have the effect (in accordance with their express terms or otherwise indefinitely).
  2. Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
  3. For the avoidance of doubt, the licenses of the Software in this Agreement shall terminate upon the termination of this Agreement; and, accordingly, the Licensee must immediately cease to use the Software upon the termination of this Agreement.
  4. Within 10 Business Days following the termination of this Agreement, the Licensee shall:

    a) return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software; and
    b) irrevocably delete from all computer or/and server systems in its possession or control all copies of the Software,

    and if the Licensor so requests the Licensee shall procure that certifies to the Licensor, in a written document signed by that person and provided to the Licensor within 5 Business Days following the receipt of the Licensor's request, that the Licensee has fully complied with the requirements of this Section XXI, Clause 4.


XXII. Notices

  1. Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in this Section XXII, Clause 2):

    a) delivered personally or sent by courier, in which case the notice shall be deemed to be received; or
    b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

  2. The parties' contact details for notices under this Section XXII are as follows:

    a) in the case of notices sent by the Licensee to the Licensor, SLONline, s.r.o., Dobšinského 22, 811 05 Bratislava, Slovakia; and
    b) in the case of notices sent by the Licensor to the Licensee, Rui Abreu - Typography, Unipessoal Lda, Rua Saraiva de Carvalho 32B, 1250-244 Lisboa, Portugal.

  3. The address and contact details set out in Section XXII, Clause 2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Section XXII.


XXIII. General

  1. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
  2. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
  3. This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
  4. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
  5. This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
  6. This Agreement shall be governed by and construed in accordance with Slovak law.
  7. Any disputes relating to this Agreement shall be subject to the jurisdiction of the courts of Slovakia.


XXIV. Interpretation

  1. In this Agreement, a reference to a statute or statutory provision includes a reference to:

    a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
    b) any subordinate legislation made under that statute or statutory provision.

  2. Section headings do not affect the interpretation of this Agreement.
  3. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.


XXV. Execution

  1. The parties have indicated their acceptance of this Agreement by executing it below*.


* The License Agreement is the part of the Contract and it is signed before the cooperation starts.