Below is an explanation of the terms by which you may use our online Staff Management System, our mobile App services and software provided on or in connection with PARiM. By accessing or using the Service, or by clicking “I Agree,” or otherwise affirming your intent to be bound by this Agreement, you signify that you have read, understood, and agree to be bound by the Terms included within this Terms of Use Agreement (“The Agreement”) and to the collection and use of your information as set forth in the PARiM’s Privacy Policy. This Privacy Policy can be found at www.parim.co/privacy-policy which is accessible whether or not you are a registered user of our Service.

PARiM reserves the right to make unilateral modifications/ alterations to these terms

upon written notice to you, which shall come into effect thirty (30) days after such notice has been provided. Should you object to these changes, you have the right to terminate your contract with PARiM in accordance with the termination provisions set out below. Any new features that augment or enhance the current PARiM Version, shall be subject to this Agreement. This Agreement applies to all visitors, users, and others who access the Service, PARiM, whether on behalf of a company or on their own as an individual (“Users”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.

PLEASE ALSO NOTE THAT BY USING PARiM’s SERVICE YOU REPRESENT AND WARRANT UNDER PENALTY OF PERJURY THAT (I) YOU DO NOT WORK FOR A COMPETITOR OF THE COMPANY; AND (II) THAT YOU WILL NOT PROVIDE ANY INFORMATION GAINED FROM YOUR USE OF OR ACCESS TO THE SITE OR THE SERVICES TO A COMPETITOR OF THE COMPANY or ITS SERVICE.
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This is a contract between you and PARiM. You must read and agree to these terms before using the Service. If you do not agree, you may not use PARiM. You may use PARiM only if you can form a binding contract with PARiM and only in compliance with this Agreement and all applicable local, national, and international laws, rules and regulations.

Any use or access to PARiM by anyone under 16 is strictly prohibited and in violation of this Agreement. Any use of or access to PARiM by anyone under 18 is only permitted with the express written permission of such individual’s legal guardian, and, if necessary, you represent and warrant that you have received such permission. The Service is not designed for use by or in connection with anyone under the age of 18, and you accept all responsibility that may arise from your use of the Service in connection with any minors. The Service is not available to any Users previously removed from the Service by PARiM.

The Service is designed for use by employers and employees in the United Kingdom, except for those other countries expressly supported as reflected in the Service.

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use PARiM solely as permitted by the features of the Service, which may vary by User. PARiM reserves all rights not expressly granted herein in the Service and PARiM Content. We may terminate this license or your access to PARiM at any time for any reason or no reason.

Your PARiM environment gives you access to the services and functionality that PARiM may establish and maintain at its sole discretion. We may maintain different types of accounts for different types of Users. If you open a PARiM account on behalf of yours or any other company, organization, charity or other entity, then (a) the “you”, as defined above, includes you as well as that entity, and (b) you represent and warrant that you are an authorized representative of the entity, as you have held yourself out as such, with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to PARiM with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s account within your environment without permission. When creating and maintaining your environment, you MUST provide accurate and complete information, and you must keep this information up to date. You are SOLELY responsible for the activity that occurs on your account, and you must keep your account passwords secure. PARiM strongly encourages you and your organisation’s users to use “strong passwords” (“Strong passwords” are routinely defined those passwords that use a combination of upper and lower case letters, numbers and symbols) for your PARiM account. It is ESSENTIAL that you notify PARiM immediately of any breach of security or unauthorized use of your environment. PARiM will not be liable for any losses caused by any unauthorized use of your environment.

By providing PARiM with your email address and/or mobile number, you consent to PARiM using the email address and/or mobile number to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. PARiM may also use your email address and/or mobile number to send you other messages, such as changes to features of PARiM and special offers. If you do not want to receive such email messages, you may opt out. However, please be aware that opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
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Some areas of PARiM allow Users to post or provide content such as profile information, images, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service is referred to as “User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by providing or sharing User Content through PARiM, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. PARiM has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service. The User Content may be viewed or shared with others in accordance with your profile settings and the Privacy Policy.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current or (ix) violates any company, employer or other applicable policy.

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of privacy or other rights of PARiM or any third party.

PARiM reserves the right, but is not obligated to, reject and/or remove any User Content that PARiM believes, in its sole discretion, violates any of these provisions or is otherwise unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

If applicable, you have the consent and appropriate rights in the User Content to use your employer’s logos, trademarks, trade names or service marks in the manner contemplated by PARiM or this Agreement.

You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.

Your User Content and PARiM’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

PARiM may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

PARiM takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that PARiM shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

By posting or otherwise making available any User Content on or through PARiM, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to PARiM a royalty-free, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use solely in connection with performance of the Service and delivery of your PARiM environment.

PARiM Limited may make available software to access PARiM via a mobile device (“Mobile App Software”). To use the Mobile App Software you must have a mobile device that is compatible with the Mobile App Software. PARiM does not warrant that the Mobile Apps will be compatible with your mobile device. You may use mobile data in connection with the Mobile App Software and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. PARiM hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile App Software for one PARiM environment on one mobile device owned or leased solely by you, and in accordance with the features made available to you.

You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile App Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile App Software to any third party or use the Mobile App Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile App Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile App Software, features that prevent or restrict use or copying of any content accessible through the Mobile App Software, or features that enforce limitations on use of the Mobile App Software; or (v) delete the copyright and other proprietary rights notices on the Mobile App Software. You acknowledge that PARiM may from time to time issue upgraded versions of the PARiM Mobile App Software, and may automatically electronically upgrade the version of the Mobile App Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades.

Any third-party code that may be incorporated in the Mobile App Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile App Software or any copy thereof, and PARiM or its third-party partners or suppliers retain all right, title, and interest in the Mobile App Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. PARiM reserves all rights not expressly granted under this Agreement.

The following applies to any Mobile Software you acquire from the App Store (“App Store Sourced PARiM Software”): You acknowledge and agree that this Agreement is solely between you and PARiM, not Apple, and that Apple has no responsibility for the App Store Sourced PARiM Software or content thereof. Your use of the App Store Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced PARiM Software.

You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App Store Sourced PARiM Software or your possession and/or use of the App Store Sourced PARiM Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced PARiM Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to PARiM as provider of the software.

You acknowledge that, in the event of any third-party claim that the App Store Sourced PARiM Software or your possession and use of that App Store Sourced PARiM Software infringes that third party’s intellectual property rights, PARiM, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and PARiM acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the App Store Sourced PARiM Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the App Store Sourced PARiM Software against you as a third party beneficiary thereof.

The following applies to any Mobile Software you acquire from the Google Play Store (“Google Sourced PARiM Software”): (i) you acknowledge that the Agreement is between you and PARiM only, and not with Google, Inc. (“Google”); (ii) your use of Google Sourced PARiM Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google Sourced PARiM Software; (iv) PARiM, and not Google, is solely responsible for its Google-Sourced PARiM Software; (v) Google has no obligation or liability to you with respect to Google Sourced PARiM Software or the Agreement; and (vi) you acknowledge and agree that Google is a third party beneficiary to the Agreement as it relates to PARiM’s Google Sourced PARiM Software.
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Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (“PARiM’s Content”), and all Intellectual Property Rights related thereto, are the exclusive property of PARiM and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any PARiM’s Content. Use of the PARiM’s Content for any purpose not expressly permitted by this Agreement is strictly prohibited. You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”).

By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place PARiM under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, PARiM does not waive any rights to use similar or related ideas previously known to PARiM, or developed by its employees, or obtained from sources other than you. Property of PARiM The Service contains data, information, and other content not owned by you, such as reputational or status indicators (“PARiM’s Property”).

You understand and agree that regardless of terminology used, PARiM’s Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at PARiM’s sole discretion. PARiM’s Property is not redeemable for any sum of money or monetary value from PARiM at any time. You acknowledge that you do not own the account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of PARiM on our servers, including without limitation any data representing or embodying any or all of your PARiM’s Property.

You agree that PARiM has the absolute right to manage, regulate, control, modify and/or eliminate PARiM’s Property as it sees fit in its sole discretion, in any general or specific case, and that PARiM will have no liability to you based on its exercise of such right. All data on PARiM’s servers are subject to deletion, alteration or transfer.

NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD
PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND
ACCOUNT CONTENT RESIDING ON OUR SERVERS, MAY BE DELETED, ALTERED,
MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN OUR SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND, SAVE THAT PARiM WARRANTS AND REPRESENTS THAT ALL PERSONALLY IDENTIFIABLE DATA SHALL AT ALL TIMES BE PROCESSED IN ACCORDANCE WITH ITS PRIVACY POLICY. PARiM DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON OUR SERVERS.
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Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms, located at parim.co/pricing, as we may update them from time to time. Please note that a valid credit card is required for paying accounts, but free accounts are not required to provide a credit card number.

PARiM may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion, including, but not limited to, changing the monthly subscription plan fees for the Service. PARiM shall provide notice of any change to our pricing or payment terms at least 30 days before your invoice is issued. Such notice may be provided at any time by posting the changes to the PARiM website, via Email, or to the Service itself.

You may cancel your PARiM account at any time with a month’s notice; however, there

are no refunds for cancellation. Annual agreements are billed minimum 6 monthly in advance for monthly rolling agreements, the service is billed in arrears on a monthly basis. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, credit balances, or refunds for months unused with an open account. If you are on an annual agreement or longer and you have paid in advance any payment is non-refundable. In order to treat everyone equally, no exceptions will be made. In the event that PARiM suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any PARiM’s Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with PARiM must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible and pay any applicable taxes, levies or duties, if any, relating to any such purchases, transactions or other monetary transaction interactions.

Payment shall be in the form you select when you register for PARiM, or as subsequently updated as permitted by PARiM. We reserve the right to withhold payment or charge back to your account any amounts otherwise due to us under this Agreement, or amounts due to any breach of this Agreement by you, pending PARiM’s reasonable investigation of such breach. We also reserve the right to withhold payment or charge back to your account any amounts subject to dispute, such as in the case of credit card charge backs, pending successful resolution of the dispute. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service.

If you dispute any payment made hereunder, you must notify us in writing within thirty (30) days of such payment or from when you purport such payment would have been due, whichever is earlier. Failure to so notify PARiM shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by PARiM. No other measurements or statistics of any kind shall be accepted by PARiM or have any effect under this Agreement and you shall have no audit rights hereunder. We may withhold any taxes or other amounts from payments due to you as required by law.

You are solely responsible for properly cancelling your account. Currently only a read receipted email or phone request to cancel your account is considered cancellation. Once you cancel your account or your PARiM environment, you will no longer have any access to your User Content or other account information.

All of your User Content will be promptly deleted from PARiM upon cancellation. This information cannot be recovered once your account is cancelled.

If you cancel PARiM before the end of your current billing period (a calendar month), your cancellation will take effect at the end of the current billing period and you will be charged for the usage of that period.

PARiM, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of PARiM, or any other PARiM service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. We reserve the right to refuse service to anyone for any reason at any time.

We reserve the right to reclaim site names or sub-domains on behalf of businesses or individuals that hold legal claim or trademark on those names, or otherwise have an interest in such names. Accounts using business names and/or logos that that we determine, in our sole discretion, mislead or could mislead others will be subject to suspension at our discretion.

You may not engage in site name squatting. Accounts that are inactive for more than thirty (30) days may also be removed at PARiM’s discretion and without further notice.

PARiM makes it easy for you to add employees to your PARiM environment so that you can manage your schedule and exchange messages with each other. YOU REPRESENT AND WARRANT TO US THAT EACH PERSON YOU ADD TO YOUR PARiM ENVIRONMENT HAS CONSENTED TO BE ADDED TO THE ACCOUNT AND TO RECEIVE ADMINISTRATIVE MESSAGES FROM PARiM AND TEXT MESSAGES FROM YOU AND ANYONE ELSE ASSOCIATED WITH THE ACCOUNT.

As part of the Service, PARiM sometimes causes administrative messages to be sent to users, including both employers and employees. For example, upon adding a new employee to an employer’s PARiM account, the new employee will receive a welcome message, instructions on how to register for the Service, and a link with more information about the service. PARiM may send other administrative messages as well. By signing up for a PARiM environment you agree to receive email and text messages from us.

You may sign up to receive certain PARiM notifications or information via text messaging. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Please be aware that texting charges can fluctuate internationally. Text messaging rates can normally be found by asking your service provider.

At PARiM we care about the privacy of our Users. However you understand that by using PARiM you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, located at www.parim.co/privacy and to have your personally identifiable information collected, used, transferred to and processed in United States or The European Union

dependent upon your location where necessary for the provision of the service.

PARiM uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

PARiM uses commercially reasonable physical, managerial, and technical safeguards as

defined at https://parim.co/secure-workforce-management-software and agrees to

adhere to these for whole lifecycle of the contract in order to preserve the integrity and security of your personal information and implement your privacy settings. However, we

cannot guarantee that unauthorized third parties will never be able to defeat our security

measures or use your personal information for improper purposes. You acknowledge

that you provide your personal information at your own risk. We will inform you

immediately upon the occurrence of any incident having an impact on you, your use of

our product or/and your data.

PARiM may contain links to third party materials that are not owned or controlled by PARiM. PARiM does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and PARiM’s Privacy Policy do not apply to your use of such sites. You expressly relieve PARiM from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that PARiM shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

You agree to be liable to PARiM and its subsidiaries and their employees, contractors, agents, officers and directors, or any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you, in a manner which breaches any term of this Agreement, including without limitation your breach of any of the representations and warranties above (ii); your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iii) your violation of any applicable law, rule or regulation; (iv) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your gross negligence or willful misconduct; or (v) any other party’s access and use of the Service (or access and use of any third-party service via the Service) with your unique username, password or other appropriate security code.

Both Parties agree to comply with all applicable laws, statutes, regulations, and codes

relating to their respective obligations under this Agreement, including, without limitation,

those relating to anti-bribery, anti-corruption, the prevention of modern slavery, the

prevention of the facilitation of tax evasion, and fraud. Each Party represents and

warrants that it has in place and shall maintain adequate policies, procedures, and

controls designed to ensure compliance with such applicable laws and regulations.

Both Parties shall promptly notify each other of any actual or suspected breach of this

clause and shall cooperate fully in any investigation or proceedings relating to such

breach.

PARiM will not assign, transfer, charge or deal in any other manner with all or any of its

rights or obligations under this Agreement without providing you with 30 days’ notice of

its intention to do the same.

A person whom is not a party to this Agreement will not have any rights under or in

connection with this Agreement pursuant to the Contracts (Rights of Third Parties) Act

1999.

This Agreement and any dispute or claim arising out of or in connection with it or its

subject matter or formation (including non-contractual disputes or claims) will be

governed by and construed in accordance with English law.

The Parties irrevocably agree that the courts of England will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its

subject matter or formation (including non-contractual disputes or claims).