INFLUENCE.NETWORK: CONTENT CREATOR TERMS AND CONDITIONS
Please read these terms and conditions carefully. If you apply for a Content Creator Account on the Influence Network Platform (as more particularly described below), these terms and conditions will govern the application process.
If your application is accepted, these terms and conditions will also govern your rights and obligations relating to your subsequent use of the Platform and matters relating to it, including your interaction with brand owners registered on the Platform.
We are INFLUENCE NETWORK LIMITED (UK company number 10815710) whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU (“we” “us” “our” or ”Influence Network”).
Our platform, currently accessible through https://influence.network (“Platform”), and associated services provided by us (“Services”) enables content creators, registered on the Platform (“Content Creators”) to make and upload promotional content (“Content”) for brand owners who are also registered on the Platform (“Brand Owners”) in return for a fee payable to the Content Creator (“Content Creator Fee”) and otherwise subject to the these terms and conditions (“Terms”).
When applying for a Content Creator Account on the Platform (“Content Creator Account”) and thereafter in the course of your use of the Platform, you will be asked to provide us with certain information, including information about yourself, your expertise, your areas of interest and your on-line sphere of influence, as such details are more particularly indicated on the Platform from time to time (“Content Creator Information”).
When a Brand Owner wants to run a promotional campaign, (a “Campaign”) we use Content Creator Information to identify potentially relevant Content Creators, some or all of who are then invited via the Platform to participate in the Campaign in accordance with details set out in a campaign proposal (“Campaign Proposal”) provided by the Brand Owner and a fee proposal (“Fee Proposal”) provided by us.
Each Campaign Proposal will typically include:
a Campaign brief, identifying the product or service to be promoted and the means and concepts by which that is to be done (“Campaign Brief”). The Campaign Brief may include key concepts, words or phrases to be used and social media and/or demographics to be targeted. The Campaign Brief may include, where relevant, materials or information uploaded (or to be uploaded) to the Platform by the Brand Owner for use by the Content Creator in the Campaign (“Brand Owner Materials”);
the date by which applications to participate in the Campaign must be submitted by Content Creators;
the date by which participating Content Creators must submit for approval a brief summary of the content or services they propose to provide to meet the requirements of the Campaign Proposal (a “Content Proposal”);
any particular requirements relating to the content of Content Proposals for the Campaign;
the start and end dates of the Campaign, during which participating Content Creators’ content is to be deployed in accordance with the Campaign Proposal and any approved Content Proposal;
where the Campaign is scheduled to last for more than a week, any interim deployment and reporting period in respect of which the Content Creator is required to deploy Content and provide Analytics (as defined below); and
any specific exclusivity/non-compete requirements relating to Content Creators participating in the Campaign.
The Fee Proposal will be either appended to the Campaign Proposal or otherwise notified to the Content Creator via the Platform, and will include details of the proposed Content Creator Fee and the terms relating to payment thereof.
If a Content Creator (in receipt of a Campaign Proposal) wishes to participate in the Campaign, he/she can, via the Platform, and by the date specified in the Campaign Proposal, indicate willingness to participate. By giving such indication, such Content Creator (hereby) commits to uploading a Content Proposal to the Platform, by the date specified in the Campaign Proposal.
A Content Proposal will typically include:
a response to any particular requirements referred to in the Campaign Proposal;
the number of pieces of Content to be uploaded by the Content Creator (insofar as the same exceeds any minimum number specified by the Campaign Proposal);
the approximate duration of each such piece of Content (insofar as the same exceeds any minimum duration specified by the Campaign Proposal);
a description of each such piece of Content;
details of any other services to be provided in response to the Campaign Proposal; and
(where the Campaign brief is of an “open” nature), a Campaign concept proposal to provide a proposed context for the remainder of the Content Proposal.
On receipt of a Content Proposal, we (on behalf of the relevant Brand Owner) shall endeavour to approve or reject (either with or without comments) such Content Proposal, as soon as reasonably practicable. Upon receipt of a notice of rejection, the Content Creator may (but is not obliged to) re-submit an amended Content Proposal for approval. Any such re-submission must be made promptly and in any event not later than the last date for receipt of Content Proposals (as specified in the Campaign Proposal). In the event that a Content Proposal is neither rejected nor approved by the date of commencement of the Campaign (as specified in the Campaign Proposal) the Content Proposal will be deemed rejected.
Upon receipt (via the Platform) by a Content Creator of notice that their Content Proposal is approved, the Content Creator is (hereby) committed:
to produce and deploy the Content in accordance with the Campaign Proposal, the approved Content Proposal and these Terms; and
within 7 (seven) days of the end of the Campaign, and of any of interim reporting days (in each case as specified in the Campaign Proposal):
to provide, via the Platform, verification of production and deployment of the Content, including the date and platform(s) of deployment and the address (url) of the web page to which it has been uploaded, along with any information required to access such web-page in such form as is reasonably required by us; and
to provide, via the Platform, Analytics relating to the deployment and exposure of the Content for the period of the Campaign or interim reporting period concerned in such form as is reasonably required by us. “Analytics” means the analytical information reasonably obtainable by the Content Creator from the platform(s) to which he/she uploads content. Analytics includes the date range of such information, the websites or platform(s) it relates to and such other information as the Content Creator and/or such platform(s) can supply in respect of the traffic, hits, likes, comments, impressions, reach, demographics etc.
The obligations in this clause 1.3.8 are collectively referred to as “Content Creator Delivery Obligations”.
Upon compliance with the Content Creator Delivery Obligations, we, acting on behalf of the relevant Brand Owner, will pay the Content Creator the Content Creator Fee in accordance with the Fee Proposal.
The Platform may offer Content Creators the facility to propose Campaigns to Brand Owners. In such cases, where, in consequence of such a proposal the Brand Owner wishes to proceed with such a Campaign, clause 1.3 above will apply.
For the avoidance of doubt, you are responsible for all costs and expenses incurred by you in submitting Content Proposals, producing and uploading Content and otherwise exercising your rights and comply with your obligations pursuant to these Terms
Notwithstanding approval of a Content Proposal, a Campaign may be postponed, suspended or cancelled by the Brand Owner at any time. In this case, we shall notify you of such matters as soon as reasonably practicable. Where, at the time of cancellation, suspension or postponement, Content Creator Delivery Obligations relating to a specific piece of Content have been fully complied with by you, the Content Creator Fee for such Campaign will be either:
the Content Creator Fee agreed for that specific piece of Content in the Campaign Proposal; or (where no such fee has been agreed);
the overall Content Creator Fee for the Campaign reduced pro-rata (in the proportion that the number of pieces of fully delivered Content bears to the number of pieces of Content that would have been delivered had the Campaign proceeded to completion).
2. PARTIES AND APPLICABILITY
In these terms and conditions (“Terms”) you are referred to as “you”, “your” or “Content Creator”. If you are below the age of 13, you cannot use the Platform or agree to these Terms. If you are age 13 to 17 inclusive, your parent or guardian (who must themselves be 18 or over) must enter into this agreement on your behalf. In such cases:
references to “you”, “your” or “Content Creator” is to the 13 to 17 year-old Content Creator and the parent or guardian signing on their behalf;
any terms which require “you”, “your” or “Content Creator” to do something, or to refrain from doing something, shall be construed as the signing parent or guardian agreeing to procure that the 13 to 17 year-old Content Creator will do or refrain from doing such thing in accordance with these Terms;
the person entering into this agreement on behalf of the 13 to 17 year-old Content Creator hereby:
warrants that they are a parent or guardian of such person and that they are of capacity to enter into this agreement on behalf of themselves and the 13 to 17 year-old Content Creator;
directs us to send all notices and Content Creator Fees to the persons, accounts and places specified in the Content Creator Account;
agrees to observe and monitor the use of the 13 to 17 year-old Content Creator’s use of Content Creator Account and to raise any safeguarding concerns with us as soon as they arise;
we acknowledge that the 13 to 17 year-old Content Creator is a minor and we will treat his or her personal data accordingly. In particular we will take reasonable steps to ensure that the 13 to 17 year-old Content Creator is not invited to participate in any Campaign which is manifestly inappropriate for consumers of the age of such content Creator and to respond reasonably to any matter raised pursuant to clause 188.8.131.52 above. In applying for a Content Creator Account you will be invited to accept these Terms. By ticking “Accept” where indicated in the application process (or otherwise by agreeing the Terms in writing), you irrevocably agree that:
in consideration of our handling your application for a Content Creator Account, these Terms apply insofar as they relate to such application process; and
upon and in consideration of our acceptance of your application for a Content Creator Account, these Terms also apply insofar as they relate to your subsequent use of the Platform, including the activities described herein (including at clause 1 above) and your subsequent interaction with Brand Owners.
These Terms constitute a contract between you and us. Where you participate in a Campaign, these Terms, the relevant Campaign Proposal and approved Content Proposal also form a contract between you and the relevant Brand Owner in relation to that Campaign.
3. CONTENT CREATOR ACCOUNT APPLICATIONS
We shall be under no obligation to accept any application to open a Content Creator Account. Any such application shall be deemed “accepted” only upon receipt by you of written notice from us (via the Platform or otherwise) indicating that such application has been accepted.
Upon application for a Content Creator Account, we may, at our discretion place such application on a waiting list, in which case the application shall not be construed as rejected or accepted until the earlier of:
you notifying us that you wish to withdraw the application; and
us notifying you that the application has been rejected or accepted.
Once an application to open a Content Creator Account is accepted, it may be wholly or partly suspended or closed by us or by you, in accordance with Clause 9 (Termination) below.
4. PLATFORM LOGIN DETAILS
You must treat your Platform login details used in the application process for a Content Creator Account and/or thereafter in the course of your use of the Platform (including any username and password) as Confidential Information.
5. CONTENT CREATOR INFORMATION AND DATA PROTECTION
Content Creator Information includes such information as is given to us by you, or which we otherwise collect, in the course of your applying for a Content Creator Account and thereafter by reason of your use of the Platform or Services, including information provided as part of a Content Proposal or your Content Creator Delivery Obligations.
You agree that we may use your Content Creator Information for the purposes of and in accordance with, these Terms. In processing such information we will comply with the Data Protection Act 1998 (“the Data Protection Act”).
Save in respect of errors and omissions comprised in Analytics (as the same are provided to you by websites and platforms to which you upload content), you warrant represent and agree that all Content Creator Information is accurate, complete and not misleading. In the course of applying for a Content Creator Account and for so long as you hold a Content Creator Account, you agree to keep Content Creator Information up to date, and to promptly correct that which becomes inaccurate or misleading by updating your Content Creator Account or otherwise informing us in writing.
You represent and warrant to us, on an on-going basis, that your provision of Content Creator Information, the content of each Content Proposal provided by you, and each piece of your Content (in each case save insofar as the same includes Brand Owner Materials) and our use of the same in accordance with these Terms, does not infringe the rights of any other person or body and complies with all applicable laws, regulations, codes and standards, including without limitation, all applicable advertising standards and regulations concerning sponsored or advertorial content.
Without limitation to the foregoing representations and warranties, you will ensure that all of your Content includes the necessary so-called hash tag and meta tag requirements that exist in respect of all applicable advertising standards and regulations and, where applicable, the terms and conditions of the website or platform to which such Content is uploaded by you.
Other than as expressly authorised by these Terms or as otherwise expressly authorised by us in writing, you agree that you shall not, nor shall you purport to, whether solely or jointly with or on behalf of any third party, directly or indirectly, for any purpose whatsoever:
reproduce or copy, create derivative works from, modify, rent, lease, sub-license, assign, sell, encumber, loan, translate, merge, adapt, vary or modify, or in any way commercially exploit the Platform or any part of it and/or any Campaign Proposal and/or any other Brand Owner Materials;
create a database in electronic or structured manual form by downloading and/or storing or otherwise distributing any of the data provided to you or otherwise accessible by reason of your access to the Platform or any part of it and/or any Campaign Proposal and/or any other Brand Owner Materials;
attempt to re-use, reproduce, reverse compile, disassemble, reverse engineer, attempt to discern any software, including source code, used by or otherwise relating to the Platform or any part of it and/or any Campaign Proposal and/or any other Brand Owner Materials;
use the Platform on behalf of any other party nor allow or permit a third party to do so or to have access to the Platform;
do (or by omission do) anything which may damage our reputation or the reputation of us or a Brand or a Brand Owner in respect of which you have agreed to produce and deploy Content pursuant to clause 1.3.8 above;
access, store, distribute or transmit any computer viruses, adware or malware during the course of your use of the Platform;
remove or alter any copyright or other proprietary notice on any part of the Platform and/or any Campaign Proposal and/or any other Brand Owner Materials; or
impersonate another person or use a name you are unauthorised to use or try to mislead others as to your identity in the course of your use of the Platform or in the production or distribution of your Content.
You shall not produce, access, store, distribute or transmit any material in the course of your use of the Platform or in the production or distribution of your Content that constitutes, facilitates, promotes or incites:
misleading engagement statistics (including but not limited to comment pods, pods, programs, groups or any other methods employed with the purpose of increasing the number of comments, likes and other engagement in the Content);
illegal activity, including but not limited to unlawful violence and unlawful prejudice;
discrimination based on race, gender, colour, religious belief, sexual orientation, disability
harassment or harmful, threatening, obscene, racially or ethnically offensive behaviour;
infringement of third party rights (including but not limited to intellectual property rights);
sexually explicit imagery or its distribution;
damage or injury to any person or property.
you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services and our other obligations under the Terms;
you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;
you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6. OUR RESPONSIBILITIES
On our receipt of your application for a Content Creator Account, we shall consider such application as soon as reasonably practicable.
Upon acceptance by us of your application for a Content Creator Account we shall open a Content Creator Account in your name, and provide you access to the Platform as a Content Creator for so long as such account remains open and not suspended.
You acknowledge and agree that:
we are under no obligation to use your Content Creator Information or to send you Campaign Proposals or to invite you to participate in any Campaign;
we do not, and are not required to review or approve or otherwise control, nor shall we have responsibility or liability for the terms or content of any Campaign Proposal or any Brand Owner Materials or any act or omission of a Brand Owner, or your reliance upon such matters;
our approval or otherwise of any Content Proposal is at our absolute discretion and, in the case of approval, only indicates confirmation of your participation in the relevant Campaign, triggering your obligation to produce and deploy Content pursuant to clause 1.3.8 above;
we have no responsibility for, and shall have no liability for loss or damage by reason of the content of any Content Proposal or any Content produced or deployed as a result of an approval of a Content Proposal;
we do not represent or warrant that the Services or your use of the Platform will be uninterrupted or error-free. You acknowledge that such interruptions and errors will occur from time to time. We shall have no liability for loss or damage arising by reason of, such interruptions or errors, including but not limited in respect of any consequential loss of data, revenue or opportunity to earn revenue;
we are entitled to maintain and make changes to the Platform. Whereas such matters may give rise to interruptions referred to above, we shall also have no liability for loss or damage otherwise arising by reason of such maintenance or alterations, including but not limited in respect of any consequential loss of data, revenue or opportunity to earn revenue; and
we do not warrant or guarantee that the Platform or any Content Proposal or any Brand Owner Content will be secure or free from bugs or viruses. You are responsible for protecting and configuring your data, materials, information, information technology, mobile devices, computers, computer programs, websites or platforms in order to access and use (and in accessing and using) the Platform the Campaign Proposals, Brand Owner Content and the Services. We shall not be liable for any loss or damage caused by a virus, or other technologically harmful material that may infect your computer or other equipment or other property on account of your access to, use of, or browsing of the Platform or any website linked to it.
7. FEES AND PAYMENT
In relation to each Campaign in respect of which you complete the Content Creator Delivery Obligations, we, acting on behalf of the Brand Owner, will pay to you the Content Creator Fee in respect of such Campaign in accordance with the Fee Proposal. In doing so, we act as agent for the Brand Owner in relation to the administration and payment of Content Creator Fees, as such our liability to pay you in accordance with the Fee Proposal is subject to prior payment of the Content Creator Fee to us. We will not be liable to you for late or non-payment of the Content Creator Fee by reason of the late or non-payment Content Creator Fee by the Brand Owner to us.
Subject clause 7.1 above, and unless otherwise stated in the Fee Proposal:
the Content Creator Fee for each Campaign in respect of which you complete the Content Delivery Obligations will be paid to you within 30 (thirty) days of the date of completion of such Delivery Obligation or the end date of the Campaign (as specified on the Campaign Proposal), whichever is later;
the Content Creator Fees will be paid in pounds sterling into the account specified by you in the settings section of your Content Creator Account;
the Content Creator Fees are inclusive of VAT or other applicable sales tax. You will be responsible for accounting and making the appropriate VAT, income tax, National Insurance and social security contributions, assessment and payments in relation to any amounts received by you pursuant to these Terms.
the Content Creator Fees are only payable upon deliverance of the materials in accordance with the Campaign Requirements. We have the right to withdraw our offer at any point up until publishing of the posts.
8. INTELLECTUAL PROPERTY & DATA PROTECTION
We, and/or our licensors, own the copyright and all other intellectual property rights (including but not limited to copyright, database rights, design rights (registered and unregistered) and trade marks and other like rights) (“Intellectual Property Rights”) in the Platform. Your right to use such Intellectual Property Rights is limited to the rights expressly granted by these Terms.
Without prejudice to clause 6.3 above, we make no warranty or representation as to a Brand Owner’s ownership or control of Intellectual Property Rights in respect of any Brand, Campaign, Campaign Proposal or other Brand Owner Materials. Notwithstanding the forgoing, your right to use Intellectual Property Rights in and associated with the relevant Campaign Proposal and other Brand Owner Materials pursuant to these Terms is limited to such use as is necessary to deliver the Content Creator Delivery Obligations associated with such Campaign.
Subject to clause 8.4 below, you hereby grant to us with full title guarantee, a perpetual, non-exclusive, irrevocable, sub-licensable, royalty-free licence to use all Content Proposals and Content that you upload in connection with these Terms (and all Intellectual Property Rights and other rights therein) for all purposes which are expressly or impliedly required by these Terms to allow us to operate the Platform and provide the Services, and for associated promotional and marketing purposes. This licence shall survive suspension or closure of your Content Creator Account and/or termination of this agreement.
Save insofar as your Content Proposals and Content uploaded by you in connection with these Terms includes the Brand or Brand Owner Materials, you represent and warrant that our use of materials and rights in accordance with the licence granted to us at clause 8.3 above shall not infringe the Intellectual Property Rights or other rights of any third party.
Subject to clause 9.2 and 9.3 below, either party may terminate this agreement and/or suspend or close your Content Creator Account immediately for any reason upon giving the other party written notice, via the Platform or otherwise.
Termination of this agreement and/or suspension or closure of your Content Creator Account, other than by reason of your breach of these Terms, shall not affect:
your obligations hereunder to comply with any Content Creator Delivery Obligations, which exist in consequence of the approval of a Content Proposal prior to the date of notice of such termination, suspension or closure;
our obligations to pay you any Content Creator Fee due by reason of your compliance with Content Creator Delivery Obligations prior to the date of notice of such termination, suspension or closure, or falling due in respect of Content referred to at clause 9.2.1 above.
Termination of this agreement, however arising shall not affect or prejudice the accrued rights of us or you as at termination or the continuation of any provision expressly or by implication intended to survive termination
On termination of the this agreement (for any reason):
you shall (subject to clause 9.2 above, and or any temporary use or engagement we allow at our discretion in relation to any existing Campaigns) stop all use of the Platform and Clause 11.1 shall apply in relation to further engagement with any Brand Owner; and
we shall have the right to delete any or all of the Content Creator Information.
You undertake that you shall (except as expressly permitted by clause 10.2 below) keep secure and not at any time disclose to any person any information however disclosed to you relating to us or any of the Brands or the Brand Owners, which we or Brand Owners indicate verbally or in writing is confidential or which is or ought reasonably to be considered confidential in nature (“Confidential Information”), including but not limited to:
details of our relationships with or knowledge of the requirements of the Brand Owners;
details of our, or the Brand Owners’, business methods, finances, prices or pricing strategy, marketing or development plans or strategies; and
the contents of Campaign Proposals and Content Proposals;
You may disclose Confidential Information with our prior written consent or as required by law or to your employees, officers, sub-contractors, representatives or advisers who need to know such information for the purposes of carrying out your obligations under this agreement, provided that you shall ensure that such employees, officers, sub-contractors, representatives and advisers comply with this clause 10.
You shall not use the Confidential Information for any purpose other than to perform your obligations under this agreement.
For the duration of this agreement (and, if longer, for one year following the last date of compliance with any and all Content Creator Delivery Obligations), you shall not, without our prior written consent (to be given or withheld at our discretion) attempt or agree (whether directly or indirectly) to engage or be engaged by any Brand Owner (for the avoidance of doubt, whether or not you have interacted with such Brand owner via the Platform) in respect of your providing any promotional services to such Brand Owner or in relation to any Brand, other than through us or the Platform.
Individual Campaign Proposals may include Campaign-specific non-compete obligations to apply to Content Creators wishing to participate in such Campaign. If you participate in such Campaign on the basis of such Campaign Proposal you shall be bound by such non-compete obligations, which will apply in addition to those state at clause 11.1 above.
You agree to indemnify us and keep us indemnified against all and any expenses, losses, liabilities, damages, costs (including reasonable legal costs) incurred or suffered by us in relation to any claims or proceedings, which arise in any way from:
- your use of the Platform and the Services;
- any breach by you of these Terms;
- any use of the Platform or the Services by anyone using your Content Creator Account; or
- any claim made by a Brand concerning your interaction with them.
This clause 12 shall survive termination of the Contract.
Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to this Contract or the Platform or the Services, whether express or implied and the Platform and the Services are provided on an “as is” basis.
Save (subject to clause 7.1 above) in relation non-payment of the Content Creator Fee, we shall not be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profits, reputation, business, goodwill, data, or for any special, indirect or consequential loss, costs or damages, whether it is foreseeable, known, foreseen or otherwise, under or in connection with these Terms. This exclusion of liability shall apply to all such losses whether they are direct, indirect or consequential losses.
14. CONTACT AND NOTICES
Unless otherwise stated, all notices and correspondence,
may be given to you via the Platform or otherwise in writing (including to such email address or other address as appears in the contact details section of your Content Creator Account or application there for).
may be delivered to us by email to email@example.com or otherwise in writing to our registered address, as stated above.
15. OTHER IMPORTANT TERMS
We shall not be in breach of our responsibilities under these Terms nor liable for any delay in performing, or failure to perform, any of our responsibilities under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.
We shall be entitled to change these Terms at any time in our sole discretion by providing an updated copy of these Terms on the Platform. For the avoidance of doubt, your use of the Platform following any update to these Terms shall be deemed as acceptance of those updates which (following such acceptance) shall apply to the Contract with effect from the day they were uploaded to the Platform. Any other variation of the Contract (other than as permitted under these Terms), shall only be effective if it is agreed in writing and signed by us.
Save as expressly stated herein, nothing in these Terms is intended to, nor shall be deemed to, establish any partnership or joint venture between you and us, constitute either you or us as the agent of the other, or authorise either you or us to make or enter into any commitments for or on behalf of the other.
We may transfer our rights and obligations under these Terms to a third party. You are not entitled to assign or transfer your rights or obligations under these Terms unless we consent in writing.
Save as expressly stated herein, this agreement is between you and us and no other person shall have any rights to enforce any of its terms and for the avoidance of doubt, the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.
Save as expressly stated herein, this agreement constitutes the entire agreement between you and us in relation to your use of the Platform and the Services.
Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these the Contract or in law, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
This agreement shall be governed and interpreted in accordance with English law. You and we both agree to submit to the exclusive jurisdiction of the English courts.