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1. DEFINITIONS

The following definitions shall have the following meaning:

"Agreement": the marketing services and license agreement concluded between CLIENT and IMAGIN.studio;
“API”: API is the acronym for Application Programming Interface, which is a software intermediary that allows two applications to talk to each other;
“API Request”: each single request to use the Content or Service received by IMAGIN.studio’s CDN, regardless of how the returned Content is used, whether visible or invisible to the Web Visitor. Each API Request adds a single increment to the API Request count, which is used for invoicing by IMAGIN.studio;
“CDN”: IMAGIN.studio’s Content Delivery Network, being the content delivery network operated by IMAGIN.studio which is used to make the Content available to CLIENT;
"Content": car imagery, videos, paint data, advertisements, commercial text/copy, games, reviews, benchmarking data, visual information, documents and products contained or made available to CLIENT via the Service;
"Effective Date": the date on which the Agreement enters into force, as specified in the Agreement;
"Intellectual Property Rights": unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, database rights, trade names, domain name rights, mask work rights, logos, models, ideas, concepts, techniques, processes, guidelines, works of authorship, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"IMAGIN.studio Technology": all of IMAGIN.studio's proprietary technology (including software, hardware, products, processes, algorithms, use interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to CLIENT by IMAGINstudio via the Service, including the CDN;
“Lifestyle Images”: a Product by IMAGIN.studio showing a vehicle in a Surrounding;
"Plan": services that are included in a package as described in Annex B of this Agreement;
“Product”: the Content and Services provided and made available by IMAGIN.studio to CLIENT under the Agreement;
"Service(s)": the service of providing access to a specific IMAGIN.studio Product (as defined in this Agreement), billing, or other services identified during the ordering process, developed, operated and maintained by IMAGIN.studio, or ancillary services rendered to CLIENT by IMAGIN.studio, to which CLIENT is being granted access under the Agreement;
“Short Term Rental company”: a company providing short term car rental services and or subscriptions, with a maximum duration of 12 months, to its end users;
“Studio Images”: a Product by IMAGIN.studio showing a freestanding vehicle without a Surrounding. The background of a Studio Image can be either transparent or white depending, on the file type and/or subscription type;
“Surrounding”: an environment or surrounding created by IMAGIN.studio and which can be used for specific Products such as Lifestyle Images to show a vehicle in a specific context;

“Usage Data”: information or data made available to IMAGIN.studio as a result of CLIENT’s use of the Product, including in connection with CLIENT’s API Requests;

"Use” or “Use License": the authorization granted by IMAGIN.studio to CLIENT to use the Content and Services;
“Web Visitor(s)”: a visitor of a CLIENT related website or other digital application on which Content is implemented.

2. USE LICENSE

2.1 For the duration of this Agreement and subject to the conditions set forth herein, IMAGIN.studio hereby grants to CLIENT and its Affiliates (collectively, “CLIENT GROUP”) the non-exclusive, non-transferable, and non-sublicensable (except to third parties using the Product Services on behalf of CLIENT) right to access and use the Product and Services (also known as the Use License) solely for CLIENT GROUP’s own marketing and sales purposes in support of CLIENT GROUP’s sale, rental, or lease of vehicles. CLIENT GROUP are entitled to use the Content according to the specific Use License structure associated with each specific API (as described in Annex B) and:

to make the Content digitally available to a Web Visitor for the duration of that Web Visitor’s browser session, meaning a session in which a Web Visitor browses a CLIENT GROUP-related website or application and which ends when that visitor stops using that website or application;
within any of CLIENT GROUP's digital channels;
for use in CLIENT GROUP’s branded marketing campaigns in third party channels, including print;
in any geography except the United States of America (USA);
without limitation of volume (hosting usage costs will be billed as detailed in this Agreement and Annex C); and
only directly from the CDN and not by downloading, caching or otherwise locally storing the Content, with the sole exception of local browser caching, unless specifically agreed otherwise between Parties in this Agreement or Annex B.

2.2 It is explicitly not allowed for CLIENT GROUP to, directly or indirectly:

license, sublicense (except as set forth above), rent, lease, sell, timeshare, distribute, transfer or otherwise commercially exploit or make available to any third party the Service, the Content, IMAGIN.studio’s Technology or IMAGIN.studio’s Intellectual Property Rights in any way;
modify or make derivative works based upon the Service, the Content, IMAGIN.studio’s Technology, or IMAGIN.studio’s Intellectual Property Rights;
display or otherwise use the Content in a manner that is defamatory, unlawful, infringing, misleading, portrays any entity, product, or service in a false light, or inaccurately claims or suggests a partnership, sponsorship, or other relationship with an OEM or car manufacturer;
"frame", “proxy”, “mask” or "mirror" any Content on any other server, wireless or Internet-based device;
interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the Service, the Content, IMAGIN.studio’s Technology or IMAGIN.studio’s Intellectual Property Rights in any way;
disassemble, reverse engineer, decompile, or otherwise attempt to learn any source code or underlying functionality, or use its access to the Product in order to (i) develop a competitive or similar product or service, or (ii) adjust, align, develop, populate, refine, train, or validate any artificial intelligence or machine learning technology or any database used in connection with such technology.

3. IMAGIN.STUDIO CDN

3.1 A description of CLIENT GROUP’s access to IMAGIN.studio’s Services is set out in Annex B.

3.2 IMAGIN.studio will provide access to an online self-service environment which is called ‘dashboard’ which gives CLIENT GROUP insights, which includes IMAGIN.studio’s (i) image library and (ii) usage reports.

3.3 In order to establish integration with the IMAGIN.studio CDN, CLIENT GROUP shall:

follow the implementation and update guidelines included in the documentation provided by IMAGIN.studio at https://docs.imagin.studio;
use the customer-key provided by IMAGIN.studio in each API-request;
use the tailoring-key(s) when provided by IMAGIN.studio in each API-request if applicable; and
use the channelName-key corresponding to the channel where the images are implemented in each API Request.

4. FEES

4.1. The prices and charges to be paid by CLIENT for the Product and Services are based on the amount of API Requests and/or impressions and are set out in Annex C. All prices are in Euros and excluding VAT (‘BTW’ in Dutch) but do include costs and all other taxes, duties and charges under the applicable law. All amounts shall be paid in Euros. Any taxes and duties (including VAT) shall be stated separately on the invoice.

4.2. IMAGIN.studio is entitled to modify its license fees, prices, and charges and to introduce new fees and charges at the end of the Initial Term and/or Subsequent Term(s) as defined in Section 7.1, upon at least sixty (60) days prior written notice to CLIENT, which notice may be provided to CLIENT by email. If CLIENT deems any such change unacceptable it is entitled to decline renewal as set forth in Section 7.1, otherwise all such changes shall automatically become effective upon renewal of the Agreement.

5. PAYMENTS

5.1. Invoices will be delivered by IMAGIN.studio to CLIENT on a monthly basis. CLIENT is solely responsible for providing and keeping updated accurate contact information for invoicing purposes.

5.2. IMAGIN.studio will invoice the fixed recurring monthly amount in the first week of the accounting month, and will invoice the variable amount after the accounting month ends..

5.3. All invoices are due and payable within 30 (thirty) days from the date of invoice.

5.4. In the event that CLIENT disputes in good faith any charges invoiced by IMAGIN.studio, CLIENT shall deliver a written statement describing the dispute to IMAGIN.studio within 14 days following receipt of the disputed invoice. The statement shall provide a sufficiently detailed description of the disputed items. The Parties shall use their best efforts to resolve any such disputes. Amounts not disputed in the aforementioned manner shall be deemed accepted as accurate and owed. Disputed amounts resolved in favor of CLIENT shall be credited against payments owed by CLIENT to IMAGIN.studio on the invoice. In the event CLIENT disputes any charges on unreasonable grounds, IMAGIN.studio remains entitled to suspend the Agreement, as described in Section 6 of this Agreement.

5.5. The undisputed amounts on each invoice shall be paid in full without any set-off, restriction or deduction. Unpaid undisputed amounts are subject to interest calculated at the higher of (a) 1.5% per month on any outstanding balance, plus all reasonable costs of collection, or (b) the maximum rate permitted by Applicable Law.

5.6. Additional Use Licenses and/or fees and charges may be added by concluding an additional written amendment to the Agreement between IMAGIN.studio and CLIENT. Use Licenses added during a billing month will be charged in full for that billing month.

5.7. The amount of API Requests and the license fees due by CLIENT will be calculated by IMAGIN.studio on the basis of the applicable charges/prices and the actual usages of the Services and Content by CLIENT and Web Visitors as reported in the self service dashboard. To determine the actual usages of the Services and Content by CLIENT and Web Visitors, and to calculate the amounts owed hereunder, IMAGIN.studio will use its own books and records which will be deemed determinative, subject to CLIENT’s dispute rights set forth above.

6. SUSPENSION

6.1. In addition to any remedies or rights available to IMAGIN.studio in law or equity, IMAGIN.studio has the right to immediately, and without liability or refunds or credits due, modify any Content, including by adding watermarks, and/or suspend or limit the CLIENT GROUP’s access to or use of the Product and Services in the event: (a) suspension is required by applicable law or court order; (b) CLIENT fails to meet its payment obligations hereunder; (c) CLIENT dissolves, becomes insolvent, ceases to conduct its business operations in the ordinary course, or institutes bankruptcy, reorganization, liquidation, or receivership proceedings; or (d) IMAGIN.studio determines that any use of the Product by CLIENT GROUP or utilizing any CLIENT GROUP credentials or permissions (i) poses a security risk to IMAGIN.studio, the Services, any related network or data, or any third party, (ii) may subject IMAGIN.studio to liability, or (iii) is contrary to the limitations set forth in this Agreement. CLIENT will continue to be invoiced for all amounts owed under this Agreement during any period of suspension.

6.2. IMAGIN.studio reserves the right to impose a reconnection fee in the event CLIENT’s access to the Services is suspended pursuant to Section 6.1 and CLIENT requests reactivation.

7. TERM AND TERMINATION

7.1. This Agreement shall enter into effect on the Effective Date for an initial term of twelve months (the “Initial Term”) and will automatically renew for successive twelve month terms (each, a “Subsequent Term,” and collectively with the Initial Term, the “Term”) unless a Party informs the other Party at least thirty (30) days before the end of the then-current term in writing of its decision not to renew this Agreement.

7.2. As the Short Term Rental Plan is only intended for short term rental companies, IMAGIN.studio may terminate this Agreement with a thirty day notice period and without judicial intervention being required and without any additional cost or liability if Client does not qualify (anymore) a Short Term Rental company under the agreed conditions, including but not limited to exceeding the maximum allowable monthly user capacity. In such cases IMAGIN.studio will offer an alternative plan to Client.

7.3. Either Party may terminate this Agreement with immediate effect without judicial intervention being required and without any additional cost or liability if the other Party:

commits a material breach of its obligations under this Agreement, provided that the Party wishing to terminate the Agreement gives the other Party prior written notice regarding its default and sets a time period of thirty (30) days to remedy the failure and after this period the other Party still fails to comply with its obligations;
has been declared bankrupt, has been granted a suspension of payment, has passed a resolution for its dissolution or liquidation (other than in the course of a voluntary solvent reorganization or restructuring), or, where IMAGIN.studio is the terminating party, where IMAGIN.studio has a reasonable belief that CLIENT will initiate any such action;
has discontinued its business; or
has ceased to exist or has been dissolved.

7.4. Notwithstanding the foregoing, any breach of CLIENT’s undisputed payment obligations or any unauthorized use of the Content, Service(s) or IMAGIN.studio’s Technology by the CLIENT GROUP or using any CLIENT GROUP credentials or permissions will be deemed a material breach of this Agreement and entitles IMAGIN.studio to terminate the agreement with immediate effect without giving CLIENT a period of thirty days to remedy the failure.

7.5. On termination of this Agreement, all outstanding amounts payable by CLIENT shall be due immediately and CLIENT shall immediately pay any and all amounts due under the Agreement.

7.6. Termination or expiration of this Agreement shall not affect any rights or obligations which may have accrued prior to termination or expiration. The obligations of each Party set out in this Agreement intended to survive such termination or expiration, including but not limited to Sections 2.2, 5.5, 7.4-7.5, 8-10, 12-13, 14.1, 14.3, and 15-16 shall continue in full force and effect notwithstanding termination or expiration of this Agreement.

8. PERFORMANCE CONDITIONS

8.1. IMAGIN.studio’s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. IMAGIN.studio is not responsible for, and hereby expressly disclaims any liability for, any costs, damages, delays, expenses, failures, losses, or other issues arising from or in connection with such circumstances.

8.2. IMAGIN.studio shall not be responsible for any errors, inaccuracies, delays, damages, or other consequences to the extent arising from CLIENT’s failure to provide accurate and unambiguous data and information or to otherwise professionally and timely collaborate with IMAGIN.studio in order for IMAGIN.studio to properly perform its Services. IMAGIN.studio is not responsible for, and hereby expressly disclaims any liability for, any costs, damages, delays, expenses, failures, losses, or other issues arising from or in connection with such circumstances.

8.3. The Content is held against high standards. However, images created are based upon virtual models crafted by IMAGIN.studio’s artisan craftsmen and remain interpretations of the real car. Details may deviate from the actual car. Paints, colors and color experience can deviate from the original due to various causes such as, lighting, type of material and paint, display quality, screen settings, etc. IMAGIN.studio is not responsible for, and hereby expressly disclaims any liability for, any costs, damages, delays, expenses, failures, losses, or other issues arising from or in connection with such deviations.

8.4. IMAGIN.studio recommends that CLIENT include a clear and conspicuous disclaimer to Web Visitors that images may differ from the original. CLIENT acknowledges and agrees that it will use the Product and operate its business in a manner consistent with all applicable laws and regulations. In no event will IMAGIN.studio or its business partners, licensors, or suppliers be liable for any claim or action arising from or related to CLIENT’s failure to comply with any applicable laws or regulations, including any disclosure or marketing requirements. CLIENT is solely liable for any such failure(s) and resulting claims or actions.

9. INTELLECTUAL PROPERTY

9.1. IMAGIN.studio owns all right, title and interest, including all related Intellectual Property Rights, in and to the IMAGIN.studio Technology, the CDN, all Products, the Content, the Service, and the Usage Data, including any modifications and improvements thereto whether or not deriving from any collaboration under the Agreement (including any Feedback). The Agreement is not a sales agreement and nothing herein shall be deemed to convey to CLIENT any rights of ownership in or related to IMAGIN.studio Technology, the CDN, any Product, the Content, the Services, or the Intellectual Property Rights owned by IMAGIN.studio or any third party. To the extent CLIENT is at any time found to have retained any ownership of or exclusive rights to Usage Data, CLIENT hereby grants to IMAGIN.studio a non-exclusive, transferable, sublicensable, worldwide right to (a) use, modify, distribute, and otherwise process such Usage Data (a) for IMAGIN.studio’s internal business purposes, including in connection with the research, development, and modification of IMAGIN.studio’s Products; and (b) use, modify, distribute, publish, and otherwise process, and sell, lease, and otherwise make commercial use of such Usage Data in connection with benchmarking, market research, competitive comparisons, and other activities, provided that prior to being made available to any third party such Usage Data is anonymized in such a manner that it does not, and cannot reasonably be used, to identify CLIENT or any individual CLIENT user.

9.2. Nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict IMAGIN.studio’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback (as defined below) without compensating or crediting CLIENT or the individual providing such Feedback. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any IMAGIN.studio Technology or business practices, including the CDN, any Product, the Content, or the Services.

9.3. CLIENT hereby grants IMAGIN.studio a non-exclusive, non-transferable, sublicensable (solely to third parties working on IMAGIN.studio’s behalf), worldwide right to use, modify, and distribute CLIENT’s trademark and logo for creation and publication of CLIENT-branded content and for marketing purposes by IMAGIN.studio. CLIENT further consents to verbal mentions of the business relationship established by this Agreement at trade shows, meetings, and presentations.

9.4. In the event CLIENT becomes aware that it or any third party is or might be committing infringements of IMAGIN.studio’s Intellectual Property Rights, or that any unauthorized access to or use of the Product has occurred, CLIENT shall immediately inform IMAGIN.studio of such possible infringements or unauthorized or use, promptly provide IMAGIN.studio with all information and collaboration necessary for CLIENT to investigate and remediate.

‍10. CONFIDENTIALITY & NON-COMPETE

10.1. Subject to Section 10.2, each of the Parties shall treat as strictly confidential and not disclose or use any information received or obtained in connection with this Agreement for a period of five (5) years after termination or expiration of the Agreement which relates to: ‍

the provisions of this Agreement, and the existence, substance, or results of any dispute related thereto; or
the Product or any information supplied as part of the Product (including information regarding the Content, Services, IMAGIN.studio’s Technology and the fees paid under this Agreement).

10.2. The provisions of Section 10.1 shall not prohibit disclosure or use (as applicable) if and to the extent:

use is necessary for the provision or receipt of the Services;
required by law or for the purpose of any judicial proceedings arising out of this Agreement;
it becomes publicly available (other than as a result of a breach of an obligation of confidentiality); or
the other Party has given explicit prior written approval to the disclosure;

10.3. References to "Party" in this Section 10 include Affiliates, employees, officers, agents or consultants of such Party, and each Party shall procure compliance by their respective Affiliates, employees, officers, agents or consultants with this Section 10.

10.4. CLIENT or any of its Affiliates shall not during this Agreement and within a period of three (3) years after the termination or expiration of this Agreement, use the information provided under this Agreement and/or access to the Services and Content to acquire, develop, resell or otherwise commercially exploit a competing product or service, unless it is expressly permitted in writing by IMAGIN.studio.

11. REPRESENTATIONS & WARRANTIES

11.1 IMAGIN.studio hereby warrants and represents that:

it has the legal power and authority to enter into this Agreement and is entitled to do so;
its personnel shall at all times adhere to the confidentiality obligations arising from Section 10; and
it will provide the Services on a reasonable professional-efforts basis, aiming to operate within the service levels as defined in Annex B.

11.2. CLIENT hereby warrants and represents that:

it has the legal power and authority to enter into this Agreement and is entitled to do so;
any content, information, data, tools, software or other materials it provides to IMAGIN.studio does not infringe upon any third party’s Intellectual Property Rights or other third party rights; and
its personnel shall at all times adhere to the licensing requirements in Section 2 and the confidentiality obligations arising from Section 10.

12. INDEMNIFICATION

12.1. CLIENT shall defend, indemnify, and hold IMAGIN.studio, its licensors and their Affiliates harmless from and against any claims, costs, damages, expenses, judgments, liabilities, or losses (including attorneys' fees and costs) arising out of or in connection with third party claims arising from or in connection with: (a) CLIENT’s use of the Product in a manner inconsistent with this Agreement; (b) CLIENT’s breach of this Agreement; (c) any allegation that any information or data used by CLIENT in connection with the Services, including in its API requests, or otherwise made available to IMAGIN.studio infringes or otherwise violates any third party Intellectual Property Right.

12.2. IMAGIN.studio shall defend, indemnify, and hold CLIENT, its licensors and their Affiliates harmless from and against any claims, costs, damages, expenses, judgments, liabilities, or losses (including attorneys' fees and costs) arising out of third party claims alleging that the Services and/or Content, when used strictly in accordance with this Agreement, the applicable documentation, and IMAGIN.studio’s direction, infringe or otherwise violate any third party Intellectual Property Right. This Section sets forth IMAGIN.studio’s entire liability and obligation, and CLIENT’s sole remedy, with respect to any alleged or actual infringement or violation of Intellectual Property Rights arising from or related to this Agreement. If IMAGIN.studio receives information about an infringement or misappropriation claim related to the Services or otherwise becomes aware of a claim that the provision of any element of the Services is unlawful, then IMAGIN.studio may at its sole option and expense: (a) replace or modify the applicable Services to make them non-infringing and of substantially equivalent functionality; (b) procure for CLIENT the right to continue using the Services under the terms of the Agreement; or (c) if IMAGIN.studio is unable to accomplish either (a) or (b) despite using its reasonable efforts, terminate CLIENT’s rights and IMAGIN.studio’s obligations under the Agreement with respect to such Services and refund to CLIENT any amounts prepaid to IMAGIN.studio for Services not yet provided. Notwithstanding the foregoing, IMAGIN.studio will have no liability for any claimed infringement or violation of Intellectual Property Rights if such claim arises from: (a) the combination, operation, or use of the Product with equipment, devices, software, or data (including without limitation any CLIENT-provided data or information) not licensed or supplied by IMAGIN.studio; or (b) any use of the Product in a manner inconsistent with this Agreement, the applicable documentation, and IMAGIN.studio’s direction.

13. LIMITATION OF LIABILITY

13.1. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF BUSINESS, OR LOSS OF DATA, UNDER ANY CIRCUMSTANCES OR LEGAL THEORY, WHETHER BASED ON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, TORT, CONTRACT, OR OTHERWISE, PROVIDED THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO A PARTY’S BREACH OF SECTION 2 OR SECTION 10.

13.2. Except in connection with IMAGIN.studio’s indemnification obligations under Section 12.2, IMAGIN.studio’s aggregate liability to CLIENT under or in connection with this Agreement shall in no event exceed the amounts actually paid by CLIENT in the three (3) month period immediately preceding the event giving rise to the applicable claim.

14. DATA PROTECTION

14.1. IMAGIN.studio produces and provides access to public visual content. Such content holds no sensitive, personal or client specific data or information. IMAGIN.studio does not require sensitive, personal or client-specific data or information for its Products, except the Usage Data. IMAGIN.studio shall not be regarded as a data processor.

14.2. CLIENT shall not provide IMAGIN.studio with any sensitive, personal, or client-specific data except the Usage Data. The Parties acknowledge and agree that in the event IMAGIN.studio is asked and agrees to process personal data on behalf of CLIENT, the Parties shall enter into an industry standard data processor agreement.

14.3 At all times CLIENT shall, and shall cause CLIENT GROUP and all CLIENT subcontractors to, use at least commercially reasonable measures to protect against malware and other unauthorized software and against unauthorized access, disclosure, exploitation of, and use of all credentials, equipment, systems, or networks used by CLIENT GROUP to access or use the Services. CLIENT is solely responsible for all acts of omissions arising from such credentials, equipment, systems, or networks, whether authorized or unauthorized by CLIENT.

15. MISCELLANEOUS

15.1. IMAGIN.studio reserves the right to unilaterally modify or add provisions to the terms and conditions of this Agreement and Parties agree that IMAGIN.studio is entitled to do so, provided that such modifications or additions do not materially harm CLIENT or are needed to comply with legal obligations, including changes to applicable laws or regulations, in each case as determined by IMAGIN.studio in its reasonable discretion. In the event of such a modification or addition, IMAGIN.studio will inform the CLIENT at least sixty (60) days before the modification or addition enters into effect by email. If a modification or addition is reasonably unacceptable for CLIENT, it is entitled to immediately terminate this Agreement. In such an event CLIENT shall notify IMAGIN.studio within thirty (30) days after the aforementioned written notice was sent.

15.2. CLIENT agrees and acknowledges that IMAGIN.studio may update, modify, discontinue, or remove Products, Content and/or Services, and any part thereof, at IMAGIN.studio’s sole discretion without limitation, provided that IMAGIN.studio refunds to CLIENT any amounts prepaid to IMAGIN.studio for discontinued or removed Products, Content, and/or Services not yet provided.

15.3. This Agreement contains the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes any previous written or oral agreement or other undertakings between the Parties in relation to the matters dealt with in this Agreement. There are no representations, promises, warranties, covenants, or undertakings other than those expressly set forth herein.

15.4. IMAGIN.studio may assign, grant any security interest over or otherwise transfer, in whole or in part, any of its rights and obligations under this Agreement or rights to the Products, Content and/or Services to a third party. Except as otherwise expressly provided in this Agreement, CLIENT may not, without the prior written consent of IMAGIN.studio assign, grant any security interest over or otherwise transfer, in whole or in part, any of its rights and obligations under this Agreement, and any such attempted transfer shall be null and void. This Agreement shall be binding on the parties and their respective successors and permitted assigns.

15.5. If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, in any jurisdiction, then:

such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected; and
the Parties shall use reasonable efforts to agree a replacement provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable provision.

15.6. No amendment of this Agreement shall be effective unless such amendment is in writing and signed by or on behalf of each Party unless this Agreement provides otherwise. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such waiver, whether of a similar or different character, and whether occurring before or after that waiver.

15.7. Except as otherwise provided in this Agreement, each Party waives its right to rescind (ontbinden) this Agreement, in whole or in part, on the basis of section 6:265 of the Dutch Civil Code or to request a competent court to amend this Agreement on the basis of section 6:230(2) of the Dutch Civil Code. Furthermore, a Party in error (dwaling) shall bear the risk of that error in making this Agreement.

15.8. Any notice in connection with this Agreement shall be in writing and shall be given and shall be deemed to have been duly given if written in the English language and delivered by registered post (notice deemed given upon confirmation of receipt) with a copy by email.

A notice to IMAGIN.studio shall be sent to the address set out below or any other address if IMAGIN.studio has notified CLIENT of a change in address.

IMAGIN.studio, Herikerbergweg 292, 1101 CT, Amsterdam, the Netherlands, to the attention of the director (notification@imaginstudio.com)

A notice to CLIENT shall be sent to the address available in IMAGIN.studio's account information.

15.9. This Agreement does not set up or create an employer/employee relationship, a partnership of any kind, an association or trust between the Parties, each Party being individually responsible only for its obligations as set out in this Agreement and, in addition, the Parties agree that their relationship is one of independent contractors.

15.10. In the event that the terms of the main body of this Agreement conflict with any Annex, the terms of that Annex shall govern with respect to the Services related to that Annex.

15.11. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. Each party agrees that signature pages may be detached from separate counterparts and attached to a separate counterpart so that all signature pages are physically attached to the same document. Transmission by facsimile or PDF of an executed counterpart to this Agreement will be deemed due and sufficient delivery of such counterpart, and a photocopy of an executed counterpart sent by facsimile or PDF transmission shall be deemed a duplicate original.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. This Agreement is exclusively governed by and construed in accordance with the laws of the Netherlands.

16.2. Any dispute arising out of or in connection with the Agreement, the Content or the Service shall be subject to the exclusive jurisdiction of the competent court in Amsterdam, The Netherlands.