Terms and conditions

1. Definitions and Interpretation

1.1 Definitions.  In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

1.2 Rules of Interpretation.  In this Agreement:

1.2.1 Unless the context otherwise requires, each reference to:

(a) “Writing” includes a reference to any communication affected by electronic or facsimile transmission or similar means;

(b) Statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

(c) “This Agreement” is a reference to the executed cover page and all Exhibits and Schedules referenced on the cover page, including these Terms and Conditions and each of the Schedules attached to the cover page or these Terms and Conditions, each as may be amended or supplemented in accordance with this Agreement;

(d) “Including” in this Agreement shall be construed as if followed by the phrase “without limitation” or “but not limited to”;

(e) “Section” or paragraph is a reference to a section of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and

(f) “Party” or the “Parties” refer to the parties to this Agreement.

1.2.2 The headings are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.2.3 Words imparting the singular number shall include the plural and vice versa.

1.2.4 References to any gender shall include the other gender.

1.2.5 References to persons shall include corporations.

2. Worldreader Obligations

2.1 Services.  Commencing on the Effective Date, Worldreader shall, throughout the Term of this Agreement, use reasonable efforts to provide the Services to PARTNER. Performance of Services shall be subject to PARTNER performing its obligations hereunder, including those set forth in Section 3 below.

2.2 Worldreader Content.  Worldreader shall use commercially reasonable efforts to verify that all the content included in Worldreader Collections is complete. Such content is created by third parties such as publishers, authors and other content creation organizations, and may contain typographical errors and other inaccuracies. Worldreader reserves the right, but is under no obligation, to take any action to restrict access to content that Worldreader or Worldreader partners consider objectionable. Worldreader shall not be liable for any damages or harm arising from or related to errors, omissions, inaccuracies or the objectionability of such content.

3. PARTNER Obligations

3.1 Information and Resources.  PARTNER shall provide to Worldreader the information and resources specified in Schedule 1 and any other information or resources Worldreader, in its sole discretion, considers necessary for its provision of the Services.

3.2 Communications. If Worldreader requires the decision, approval, consent or any other communication from PARTNER in order to continue with the provision of the Services or any part thereof at any time, PARTNER shall provide the same in a reasonable and timely manner as specified in the Schedules of this Agreement or any later communications agreed in writing by the Parties.

3.3 Permissions.  If any consents, licenses or other permissions are needed from any third parties, including government agencies or local authorities, PARTNER shall be responsible for obtaining the same in advance of the provision of the Services (or the relevant part thereof).

3.4 Access to Premises. If the nature of the Services requires that Worldreader has access to PARTNER’s premises or any other location, access to which is lawfully controlled by PARTNER, PARTNER shall ensure that Worldreader has access to the same at the times to be agreed upon between Worldreader and PARTNER as required.

3.5 Delay.  Any delay in the provision of the Services resulting from PARTNER’s failure or delay in complying with any of the provisions of this Section 3 and the Schedules shall not be the responsibility or fault of Worldreader.

3.6 Copyright Controls.  PARTNER is responsible for preventing End Users, including by way of example teachers, patrons, students and any other person accessing or using the Services (including the BookSmart Application or BookSmart Tab Application) from circumventing the copyright controls of the devices. PARTNER is responsible for informing all individuals that access the Services (including the BookSmart Application or BookSmart Tab Application) that the use of software or other means to gain access, copy or distribute the content included in the devices is prohibited by copyright law and this Agreement.

4. Fees, Payment and Taxes

4.1 Fees. In consideration of the provision of the Services by Worldreader and the rights granted to PARTNER under this Agreement, PARTNER shall pay the Fees to Worldreader in accordance with the provisions of Schedule 2 and this Section 4. PARTNER shall be responsible for any additional costs associated with the execution of this Agreement and the maintenance of Services, including, but not limited to, banking fees, after-deployment management, staff capacitation, and any other associated costs.

4.2 Costs.  Notwithstanding any provisions to the contrary, each Party to this Agreement shall pay its own costs incidental to the negotiation and preparation of this Agreement.

4.3 Invoices.  Worldreader shall invoice PARTNER for Fees due in accordance with the provisions of Schedule 2.

4.4 Time of Payment.  All payments required under this Agreement by either Party shall be made within fifteen (15) Business Days of receipt by that Party of the relevant invoice. Where any payment pursuant to this Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day. Except for invoiced payments that the PARTNER has successfully disputed, all late payments shall bear interest at the lesser of: (i) the rate of one percent (1%) per month; and (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly.

4.5 Taxes.  Except as otherwise specifically stated in Schedule 2 or any invoice provided by Worldreader, any price specified in accordance with this Agreement is exclusive of applicable taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by PARTNER hereunder, which shall be added and payable by PARTNER.

4.6 Payments.  All payments required to be made pursuant to this Agreement by either Party shall be made in USD in cleared funds to an account at a bank in the US specified by Worldreader. 

5. End User License Agreements; Intellectual Property Rights

5.1 End User License Agreements.  Subject to each End User’s acceptance of Worldreader’s standard End User License Agreement (“EULA”), Worldreader shall make the BookSmart Application and the BookSmart Tab Application available to up to the maximum number of End Users specified in Schedule 1 as Powered by Worldreader BookSmart Licenses or Powered by Worldreader BookSmart Tab Licenses for use solely in accordance with such EULA; provided that full payment is made by PARTNER for such licenses in accordance with this Agreement.

5.2 Ownership by Worldreader.  As between PARTNER and Worldreader, Worldreader is and shall be the sole and exclusive owner of, and at all times retain, all worldwide rights, title and interest in and to the Intellectual Property Rights that may subsist in the BookSmart Application, BookSmart Tab Application, and any other documents, work products or materials delivered by Worldreader to PARTNER under this Agreement or prepared by or on behalf of Worldreader in the course of performing the Services, including any and all modifications or derivative works thereof (“Materials”). PARTNER shall only have those rights in or to the Materials or any modifications or derivative works thereof granted to it pursuant to this Agreement.

5.3 Trademark License.

5.3.1 PARTNER grants to Worldreader a limited, non-transferable, non-exclusive, non-sublicensable, revocable, royalty-free license in the Territory during the Term to use PARTNER’s Marks in connection with the display of such Marks in the BookSmart Application and the BookSmart Tab Application.

5.3.2 Each Party grants to the other Party a limited, non-transferable, non-exclusive, non-sublicensable, revocable, royalty-free license in the Territory during the Term to use the other Party’s Marks in connection with advertising, marketing and promoting the BookSmart Application and the BookSmart Tab Application; provided that, any such use shall require prior written approval (including via electronic mail) from the licensor Party. Such approval may be exercised by the licensor Party in its sole and absolute discretion; provided that, such approval shall not be unreasonably withheld or delayed by the licensor Party.

5.4 Trademark Use Restrictions.

5.4.1 Each Party’s uses of the other Party’s Marks shall comply with the other Party’s branding policies and other content or usage guidelines provided from time to time by the other Party. Each Party acknowledges that it is familiar with the other Party’s ideals and objectives, and recognizes that the other Party’s Marks may not, by such Party, be associated with any political or sectarian cause or otherwise used in a manner inconsistent with the status, reputation and neutrality of the Parties. If the licensor Party determines that any use by the other Party of the licensor Party’s Marks is not in accordance with the licensor Party’s branding policies then in effect: (i) the licensor Party shall inform the other Party of the conflict; and (ii) the other Party shall remedy to the satisfaction of the licensor Party or cease such use and withdraw the non-compliant materials from circulation promptly after receipt of such notice. Unless otherwise agreed in writing, a Party’s rights to use the other Party’s Marks shall cease immediately on the expiration or earlier termination of this Agreement. Each Party shall not use, register or attempt to register in any jurisdiction any Mark that is confusingly similar to or incorporates any of the other Party’s Marks. All uses of a Party’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of such Party.

5.4.2 Each Party agrees to cooperate reasonably with the other Party’s preparation and filing of any applications, renewals or other documentation necessary or useful to protect such Party’s rights in its Marks. Each Party shall notify the other Party promptly of any actual or threatened infringements, imitations or unauthorized uses of such Party’s Marks of which it becomes aware. In the event that the Territory of this Agreement is outside the United States: (i) the Parties shall enter into registered user agreements with respect to the Marks pursuant to trademark law requirements in the Territory; and (ii) PARTNER shall be solely responsible for proper filing of the registered user agreement with the appropriate authorities and shall pay all costs or fees associated with such filing

5.5 Reservation of Rights in Marks. Neither this Agreement, nor any act, omission or statement by either Party, conveys any ownership right in any of either Party’s Marks, or to any element or portion thereof, or other materials provided by or on behalf of the each Party under this Agreement. Except for the licenses expressly granted to each Party in Section 5.3, all right, title and interest in and to either Party’s Marks are and will remain with such Party and its licensors. No use by either Party of such Party’s Marks in any medium or manner shall be deemed to interfere with the limited permissions made to the other Party by such Party herein.

5.6 Licenses.  In complying with the provisions of Section 5.1 and 5.3, each Party hereby undertakes to execute any such agreements and perform any such actions that may be necessary to put such licenses into effect.

6. Liability and Indemnity

6.1 Limitation of Liability.  EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, WORLDREADER SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT, BUSINESS OR GOODWILL OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY COST, DAMAGES OR EXPENSES, HOWEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE; (II) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED; AND (III) WHETHER OR NOT WORLDREADER WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL WORLDREADER’S MAXIMUM AGGREGATE LIABILITY TO PARTNER ARISING OUT OF OR RELATED TO THIS AGREEMENT, IF ANY, EXCEED THE AMOUNTS PAID BY PARTNER TO WORLDREADER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR FIVE THOUSAND USD ($5,000), WHICHEVER IS GREATER. ANY AND ALL LIMITATIONS AND/OR EXCLUSIONS OF LIABILITY CONTAINED IN THIS AGREEMENT SHALL SURVIVE AND APPLY EVEN IF ANY WARRANTY, LIMITED WARRANTY OR REMEDY HEREUNDER OR OTHERWISE AVAILABLE IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

6.2 Exceptions. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN CLAUSE 6.1 SHALL NOT APPLY TO DAMAGES OR LIABILITIES ARISING FROM:

i. THIRD-PARTY CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION UNDER CLAUSES 6.3 AND 6.4; OR

ii. THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF WORLDREADER IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.

6.3 Worldreader Indemnity. Notwithstanding anything to the contrary contained in this Agreement, Worldreader shall indemnify and hold harmless PARTNER or any PARTNER Affiliates or PARTNER Personnel from any losses, damages or costs, including reasonable attorney’s fees, resulting from any claim, suit or proceeding brought by a third party (“Claim”) arising out of or related to any gross negligence or willful misconduct by Worldreader relating to this Agreement.

6.4 PARTNER Indemnity. PARTNER agrees to indemnify and hold harmless Worldreader and its affiliates, contractors or employees from any losses, damages or costs, including reasonable attorney’s fees, resulting from any Claim arising out of or related to: (i) any breach of this Agreement by PARTNER; (ii) PARTNER’s or any End User’s use of Services; (iii) any negligence or willful misconduct by PARTNER or any End User; or (iv) any infringement by any materials, information, content or technology made available by PARTNER of a third party’s Intellectual Property Rights.

6.5 Indemnification Conditions. The indemnified party shall: (i) promptly give notice to the indemnifying party of any Claim as to which indemnification is sought, provided that any failure to provide such notice shall not relieve any Party of its obligation to indemnify except to the extent such Party is materially prejudiced by such delay; (ii) give sole control of the defense and/or settlement of the Claim to the indemnifying Party; and (iii) provide full information and reasonable assistance in connection with the Claim. The indemnified party in all events may participate and appear with the other Party in such Claim at its own expense with legal counsel of its own choosing. Notwithstanding the foregoing, no Party shall consent to any judgment or settlement of any Claim without the prior written approval of the other Party, which consent shall not be unreasonably withheld or delayed, if the settlement would constitute an admission of liability by the indemnified party or otherwise adversely prejudice the indemnified party. The foregoing right of indemnity shall be in addition to the other rights and remedies of the indemnified party hereunder.

7. Representations and Warranties

7.1 Mutual Warranty.  Each Party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Compliance with Laws.  Each Party represents and warrants that it shall comply with all applicable laws in all material respects in performing their respective obligations under this Agreement.

7.3 PARTNER Representations and Warranties.

7.3.1 PARTNER represents and warrants that neither the PARTNER nor any PARTNER Affiliate or PARTNER Personnel is an individual or entity that is or is owned or controlled by an individual or entity that is:

(a) The subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), the European Union (EU) or other relevant sanctions authority such as the United Nations Security Council (UN) (collectively, “Sanctions”); or

(b) Located, organized or resident in a country or territory that is the subject of comprehensive economic Sanctions including, without limitation, Cuba, Iran, North Korea, Syria and the Crimea.

7.3.2 PARTNER represents and warrants that neither the PARTNER nor PARTNER Affiliates or PARTNER Personnel have knowingly engaged in, are now knowingly engaged in, and will not in the future engage in any direct or indirect dealings or transactions in violation of the applicable Sanctions. 

7.3.3 PARTNER represents and warrants that neither the PARTNER nor any PARTNER Affiliate or PARTNER Personnel has:

(a) Made any contribution or other payment to any official, candidate for or of any federal, state or foreign office in violation of any law;

(b) Used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;

(c) Made any direct or indirect unlawful payment to any foreign or domestic government official, employee, political parties or campaigns; or employee or agent of a private entity with which the PARTNER does or seeks to do business;

(d) Violated or is in violation of any Anti-Bribery Laws;

(e) Taken, currently or will, any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that some or all of the money or value will be promised or offered to anyone to improperly influence official action or obtain business or secure an improper advantage; or

(f) Made an offer, bribe, influence payment, unlawful kickback or some sort of unlawful payment.

7.3.4 PARTNER represents and warrants that PARTNER and PARTNER Affiliates have instituted and have and will continue to maintain policies and procedures to promote and achieve compliance with the Anti-Bribery Laws amongst PARTNER Personnel. To PARTNER’s knowledge, there are and have been no allegations, investigations nor inquiries with regard to a potential violation of any Anti-Bribery Laws by the PARTNER, PARTNER Affiliates or any current or former PARTNER Personnel.

7.4 Disclaimer of Warranties.  WORLDREADER MAKES NO WARRANTIES OR CONDITIONS UNDER THIS AGREEMENT, AND THE SERVICES, THE BOOKSMART APPLICATION, THE BOOKSMART TAB APPLICATION, AND ANY OTHER  INFORMATION, MATERIALS AND WORK PRODUCT PROVIDED BY WORLDREADER ARE PROVIDED ‘AS IS’ WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. WORLDREADER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES OR CONDITIONS ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE BOOKSMART APPLICATION, THE BOOKSMART TAB APPLICATION, THE SERVICES OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PARTNER’S, END USERS’ OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

8. External Communications

8.1 Publicity.  Each Party shall coordinate with the other regarding any media release, public announcement or any public material published or communicated in any format and via any medium, including website mentions, newsletters, blogs, print, digital, text, audio and video, except in the context of routine social media activities, relating to this Agreement or its subject matter, provided that neither Party, except as required by law or by any governmental agency, may release any such press release or other public material without the prior written approval (including via electronic mail) of the other Party. In the event publishing of such public material is required by law or by government agency, each Party shall use commercially reasonable efforts to obtain the prior written approval of the other Party. Any such public material shall comply with each Party’s approved design format and style to be furnished to the other Party upon request.

8.2 Media Interest.  Each Party shall notify the other if it receives media interest pertaining to the Services and discuss the media interest with the other Party.

9. Confidential Information

9.1 Restrictions on Use. Each Party undertakes that it shall:

i. comply with the confidentiality requirements set out in the Terms of Service of Worldreader Insights Dashboard referenced in Schedule 3; and

ii. except as provided by Section 9.2 or as authorized in writing by the other Party, it shall, at all times during the continuance of this Agreement and for five (5) years after its termination, take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information and protect it from unauthorized use in a manner that is at least protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance. The Parties may use Confidential Information of the other Party only to fulfill its obligations and exercise the express licenses granted under this Agreement.

9.2 Authorized Disclosures. Notwithstanding the limitations set out in Section 9.1, either Party may disclose Confidential Information: (i) to employees, officers, subcontractors or suppliers that have a need to know such information, provided the Party shall advise each such employee, officer, subcontractor or supplier of their obligations to keep such information confidential and will require that each such employee, officer, subcontractor or supplier agree to restrictions on use and disclosure consistent with the confidentiality and nondisclosure provisions herein; and (ii) to the extent a Party is legally compelled to disclose such Confidential Information, provided the Party shall give advance notice of such compelled disclosure to the other Party, and will cooperate with the other Party in connection with any efforts to prevent or limit the scope of such disclosure and the use of the Confidential Information.

9.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason, each Party shall (except to the extent referred to in Section 9.2) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

10. Force Majeure

10.1 Force Majeure.  Either Party’s failure to perform any term or condition of this Agreement as a result of conditions beyond its reasonable control, including war, strikes, fires, floods, earthquakes, acts of God, epidemics, pandemics, industrial action, civil unrest, governmental restrictions, power, Internet or telecommunications failures, shall not be deemed a breach of this Agreement and shall create no liability on such Party’s part.

10.2 Early Termination.  If a Party cannot perform its obligations under this Agreement as a result of force majeure for a continuous period of three (3) months, the other Party may at its discretion terminate this Agreement by written notice at the end of that period.

11. Term and Termination

11.1 Term.  This Agreement shall commence on the Effective Date and shall continue for one (1) year (“Initial Term”), subject to the provisions of this Section 11. Either Party may extend this Agreement for additional one (1) year terms (“Renewal Term”) by: (i) giving no less than three (3) months’ written notice to the other Party prior to the expiration of the then-current term; and (ii) obtaining the written consent of the other Party. The Initial Term and any Renewal Terms are together referred to herein as the “Term.”

11.2 Termination.  Either Party may terminate this Agreement by giving the other Party no less than three (3) months’ written notice prior to the expiration of the then-current term, to expire at the end of the Initial Term of this Agreement or the then-current Renewal Term.

11.3 Termination for Cause.  Either Party may immediately terminate this Agreement by giving written notice to the other Party if:

11.3.1 Any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within thirty (30) Business Days of the due date for payment;

11.3.2 The other Party commits any material breach of any of the provisions of this Agreement and, if such breach is capable of remedy, does not cure such breach within thirty (30) Business Days after receiving written notice from the other Party requesting such cure and giving full particulars of the breach; or

11.3.3 The other Party ceases business operations, becomes insolvent, makes or seeks to make a general assignment for the benefit of its creditors, or is subject to any bankruptcy or other similar legal process or proceeding.

11.4 Effect of Termination.  Upon the expiration or termination of this Agreement, any and all rights, obligations and licenses granted hereunder shall terminate immediately and automatically, and notwithstanding anything to the contrary herein, any sums owing by either Party to the other shall become immediately due and payable. PARTNER shall cease to use, either directly or indirectly, any Intellectual Property Rights granted under Section 5 and execute any actions requested by Worldreader to give effect to termination or expiration in a timely manner. Termination of this Agreement by a Party will be without prejudice to any other right or remedy of such Party under this Agreement or applicable law.

11.5 Survival.  The following provisions shall survive any termination or expiration of this Agreement: Sections 1 (Definitions and Interpretation), 4 (Fee, Payment and Taxes) (for amounts due prior to termination or expiration), 5.2 (Ownership by Worldreader), 9 (Confidential Information), and 11.5 (Survival).

12. Data Processing

12.1 The Parties acknowledge and agree that for the purposes of the Services under this Agreement, each Party is responsible for compliance with all obligations and duties under applicable Data Protection Legislation, which arise in connection with the Agreement. 

12.1.1 The type(s) of personal data, the scope, nature, and purpose of the processing, and the duration of the processing are set out in Privacy Notice referenced in Schedule 3.

12.1.2 Worldreader agrees to perform its obligations under this Agreement in a manner consistent with the Privacy Notice referenced in Schedule 3. 

12.1.3 PARTNER, when requested by Worldreader, shall ensure that it has in place all necessary consents and notices required to enable the lawful collection and processing of personal data by Worldreader for the purposes described in this Agreement. When considered necessary the Parties may be required to sign additional Personal Data Protection Agreements. 

12.2 Data Protection Requirements.  Each Party shall comply with its respective obligations under applicable Data Protection Legislation with respect to its collection, use and processing of personal data in connection with this Agreement. Privacy Notice referenced in Schedule 3 sets out the details of Worldreader’s personal data collection and processing in connection with this Agreement. If after the Effective Date, a change in: (i) either Party’s data collection, use or processing or (ii) Data Protection Legislation necessitates an amendment to this Agreement or that the Parties enter into a data protection addendum, the Parties agree to make such necessary amendment or enter into such addendum.

12.3 Data Co-Controllers.  Worldreader and PARTNER each act as data controllers with respect to their respective processing of personal data in connection with this Agreement.

12.4 Consents and Notices.  PARTNER, when requested by Worldreader, shall ensure that it has in place all necessary consents and notices required for the lawful collection and processing of personal data for the purposes contemplated by this Agreement. 

12.5 Personal Data.  PARTNER shall, with respect to any personal data processed by it in relation to its performance of any obligations under this Agreement:

12.5.1 Process such personal data in accordance with this Agreement and only for the purposes contemplated by this Agreement, including to facilitate Worldreader’s performance of Services as described in Schedule 1, unless PARTNER is otherwise required by law to process such personal data;

12.5.2 Implement and maintain suitable technical and organizational measures to protect such personal data from unauthorized or unlawful processing, accidental loss, damage or destruction; and

12.6 Ensure that any and all staff with access to such personal data (whether for processing purposes or otherwise) are contractually obliged to keep such personal data confidential.

13. Use of Contract Lifecycle Management Solution and Data Protection

13.1 The Parties acknowledge that the personal data of the signatories of this Agreement will be handled in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and with any and all complementary or future applicable data protection laws and regulations (the “Data Protection Legislation“).

13.2 The data will be processed for the purposes of maintenance and execution of the contractual relationship and will be kept for the duration of the contractual relationship. The legal basis for the processing of the personal data of the signatories is therefore the execution of this Agreement, as and when it may be novated.

13.3 The data will be processed during the term of this Agreement, and may be retained after the termination of the contractual relationship for the formulation, exercise or defense of claims, and/or as required or permitted by the applicable law. The Parties guarantee that the personal data of the signatories will not be transferred or communicated to other entities, either national or international, unless there is a legal obligation to do so.

13.4 The data subjects will be able to exercise the rights of access, rectification, opposition, cancellation, portability and limitation of treatment in writing to each of the Parties’ Data Protection Officer (if applicable) for any matter relating to the processing of their personal data. The Parties acknowledge that the personal data subjects have the right to lodge a complaint with the relevant supervisory authority. The signatories of the Agreement may contact each of the Parties’ Data Protection Officer (if applicable) for any matter relating to the processing of their personal data by writing to the above addresses.

13.5 Notwithstanding the above, in the event that either Party processes personal data on behalf of the other (as processor or sub-processor) in connection with the provision of any service derived from the Agreement and/or if required by Data Protection Legislation, the Parties undertake to sign a contract for the processing of personal data (the “Data Processing Agreement“), which shall be an annex and inseparable part of this Agreement.

14. Reference to Documents

14.1 Any reference in this Agreement to another document shall include all schedules, exhibits, supplements, and addenda thereto (however denominated) and shall include such documents as they may hereafter be amended, modified, supplemented, or restated from time to time.

15. Safeguarding Children and Vulnerable Adults

15.1 Reporting Requirement. The Parties have a responsibility to protect and safeguard children and adults who may be vulnerable. In the event either Party has a concern that a child or adult is suffering or is likely to suffer from any form of maltreatment (whether financial, physical, sexual, emotional or neglect), the Party shall timely report the concern to the relevant authorities.

15.2 Parties’ Obligations.  Where it is clear in the Agreement and Schedules or otherwise reasonably likely that the performance of the Agreement will require the Parties (or any of its staff, agents, sub-contractors or advisers) to work closely with children and adults who may be vulnerable, the Parties shall:

15.2.1 Where applicable, operate a child protection policy that ensures the safety of children and adults who may be vulnerable;

15.2.2 Operate recruitment and training policies and procedures (including in relation to potential staff and volunteers) having regard to the need to safeguard and promote the welfare of children and vulnerable adults; 

15.2.3 Obtain a signed statement that the person is not disqualified from work with children or vulnerable adults, or subject to sanctions imposed by any regulatory body, and either has no convictions, cautions, reprimands, final warning, or bind overs, or has declared the details of such offenses (unless protected from disclosure); and

15.2.4 Ensure that all staff, agents, sub-contractors or advisers engaged in the provisions of the Services are familiar with the legal requirements, policies and procedures referred to in this Section.

16. Dispute Resolution

16.1 Negotiation.  The Parties shall attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement (“Dispute”) promptly by negotiations between authorized representatives of each Party. When a Party believes there is a Dispute, such aggrieved Party shall give the other Party written notice of the Dispute. The authorized representatives of the Parties shall meet at a mutually acceptable time and place in London, the United Kingdom within thirty (30) days after the date of the notice to exchange relevant information and attempt to resolve the Dispute. The authorized representatives of the Parties shall be entitled to representation by legal counsel at the negotiations. All negotiations shall be confidential and treated as compromise and settlement negotiations.

16.2 Mediation.  If the Dispute is not resolved within thirty (30) days, the Parties agree to mediation with a mediator mutually selected by the Parties. The mediator shall have sixty (60) days from the time of his or her appointment to meet with the Parties and help them resolve the Dispute, unless the Parties mutually consent to an extension of the deadline. The costs of the mediation, including fees and expenses, shall be borne equally by the Parties.

16.3 Arbitration.  IF NEGOTIATIONS FAIL TO RESOLVE A DISPUTE, THE DISPUTE SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND PARTNER AGREES THAT PARTNER AND WORLDREADER ARE EACH WAIVING THE RIGHT TO A TRIAL BY A JURY. THE ARBITRATION WILL BE ADMINISTERED BY JAMS UNDER ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES (THE “COMPREHENSIVE RULES”). THE ARBITRATOR SHALL BE SELECTED ACCORDING TO THE COMPREHENSIVE RULES. THE ARBITRATOR SHALL CONDUCT HEARINGS, IF ANY, BY TELECONFERENCE OR VIDEOCONFERENCE, RATHER THAN BY PERSONAL APPEARANCES, UNLESS THE ARBITRATOR DETERMINES UPON REQUEST BY EITHER PARTY THAT AN IN-PERSON HEARING IS APPROPRIATE. ANY IN-PERSON APPEARANCES WILL BE HELD IN THE STATE OF CALIFORNIA. THE ARBITRATOR’S DECISION WILL FOLLOW THE TERMS OF THIS AGREEMENT AND WILL BE FINAL AND BINDING. THE ARBITRATOR SHALL HAVE AUTHORITY TO AWARD TEMPORARY, INTERIM OR PERMANENT INJUNCTIVE RELIEF OR RELIEF PROVIDING FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT, BUT ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE INDIVIDUAL CLAIM BEFORE THE ARBITRATOR. THE AWARD RENDERED BY THE ARBITRATOR MAY BE CONFIRMED AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF. THE ARBITRATOR’S AWARD WILL PROVIDE A WRITTEN STATEMENT OF THE DISPOSITION OF EACH CLAIM, THE AWARD GIVEN AND THE ESSENTIAL FINDINGS AND CONCLUSIONS ON WHICH THE AWARD IS BASED. NOTWITHSTANDING ANY OF THE FOREGOING, NOTHING IN THIS AGREEMENT WILL PRECLUDE EITHER PARTY FROM BRINGING ISSUES TO THE ATTENTION OF FEDERAL, STATE OR LOCAL AGENCIES AND, IF APPLICABLE LAW ALLOWS, THEY CAN SEEK RELIEF ON BEHALF OF SUCH PARTY. AS PART OF THE ARBITRATION, BOTH PARTIES SHALL HAVE THE OPPORTUNITY FOR DISCOVERY OF NON-PRIVILEGED INFORMATION THAT IS RELEVANT TO THE CLAIM.

17. Miscellaneous Provisions

17.1 Waiver.  The failure of either Party to require performance by the other Party of any provision of this Agreement shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either Party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

17.2 Set-Off.  Neither Party shall be entitled to set-off any sums in any manner from payment due or sums received with respect to any claim under this Agreement or any other agreement between the Parties without prior written consent from the other Party.

17.3 Assignment.  PARTNER may assign, sell or transfer this Agreement only with the prior written consent of Worldreader which may be withheld in Worldreader’s sole discretion. Worldreader may assign, sell, transfer, delegate or otherwise dispose of this Agreement without the prior written consent of PARTNER. Any assignment made in contravention of the foregoing will be void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.

17.4 Subcontracting.  Worldreader may use suitably qualified and skilled sub-contractors or an affiliate to perform its obligations under this Agreement. Any act or omission of such affiliate or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of Worldreader.

17.5 No Third Party Beneficiaries.  This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing herein expressed or implied shall give or be construed to give to any person, other than the Parties and such successors and assigns, any legal or equitable rights hereunder.

17.6 Time.  With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence unless mutually agreed upon otherwise by the Parties in writing.

17.7 Independent Contractor.  For any services provided hereunder, or under any other arrangement arising out of this Agreement, each Party is acting as an independent contractor and not as an agent of the other Party hereto, and nothing in this Agreement shall be construed as creating a partnership, joint venture or similar relationship of any kind between the Parties hereto. Neither Party shall hold itself out as having authority to create binding obligations for the other Party.

17.8 Notices.  All notices and other communications under this Agreement will be in writing and will be deemed given if signed by, or on behalf of, a duly authorized officer of the Party giving the notice, and: (i) when delivered to the contacts indicated in the Statement of Works; (ii) when delivered, if delivered by courier or other messengers (including registered mail) during normal business hours of the recipient; (iii) when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; (iv) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid or transmitted; (v) on the tenth business day following mailing, if mailed by airmail, postage prepaid; or (vi ) on the fifth business day following when transmitted by facsimile or e-mail with no confirmed return receipt. Each Party shall provide the other with notice of any change of address and/or contact details in accordance with this Section 15.8.

17.9 Counterparts.  This Agreement may be executed in one or more counterparts, with the same effect as if the Parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one agreement.

17.10 Severability.  If any provision of this Agreement, or the application thereof to any person, place or circumstance, will be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the Parties, or, if incapable of such enforcement, will be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other persons, places and circumstances will remain in full force and effect.

17.11 Governing Law.  This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the Parties.

17.12 Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and may not be modified or amended except by an instrument in writing signed by the duly authorized representatives of both Parties.