Click Wrap Terms
Welcome to RedNevada AI. This Agreement governs your access to and use of the Services. Please read this Agreement carefully before proceeding with your purchase of the Services. By proceeding with the purchase of the Services, you acknowledge that you have read, understood and agree to be bound by the terms and conditions outlined in this Agreement. If you do not agree with any part of this Agreement, you should refrain from using the Services.
Please note that if you are entering into this Agreement on behalf of the Customer (as defined below) or any other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not have the necessary authority, you must not proceed with the purchase or use the Services.
If you have any questions or require any clarification on any aspect of this Agreement, please contact support@rednevada.ai.
This Agreement was last updated 1st October 2023.
1. DEFINITIONS
In this Click Wrap Terms, the following terms shall have the following meanings:
1.1. “Acceptable Use Policy” or “AUP” means the terms and rules governing use of the Services by Authorised Users as updated by RAI from time to time. The current version can be found at https://www.rednevada.ai/aup.
1.2. “Agreement” means: (i) these terms and conditions between RedNevada AI and the Customer which govern the Customer’s access to and use of the Services; (ii) if required, the DPA (as defined in Clause 5.1.3 below) which relates to the sharing and international transfer of personal data; and (iii) any other supporting contractual documents including the AUP, which all together, form one agreement.
1.3. “Affiliate(s)” means all entities which are controlling, controlled by or under common control with a party. For the purposes of this Agreement, "control" means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise.
1.4. “Authorised User” means the natural persons (employees and/or contractors) of the Customer who are authorised by the Customer to access and use the Services for the purposes defined in this Agreement.
1.5. “Authorised Payment Method” means a current and valid payment method accepted by RedNevada AI for the Services, as updated from time to time.
1.6. “Customer” means the customer that has purchased access to and use of the Services.
1.7. “Customer’s Equipment” means the Customer’s hardware and information technology equipment used to access the Services.
1.8. “Pricing Plan” means the list of prices for subscription options to the Services and any other supplementary charges (including but not limited to charges for character use beyond Allocated Characters (as defined in 7.3 below)), as updated by RAI from time to time. The current version can be found at https://www.rednevada.ai/rai-pricing.
1.9. “RAI” means the proprietary RedNevada artificial intelligence (AI) model, through which the Services are provided to the Customer and its Authorised Users.
1.10. “Effective Date” means the date on which the Customer accesses RAI and/or the Services.
1.11. “Fees” means the fees payable for the supply of the Services, where applicable, as set out at Clause 7.
1.12. “Force Majeure Event” means any event or occurrence not within RedNevada AI’s reasonable control, including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, loss of electrical power, loss of telephone, internet or wide area network, as well as other similar infrastructure and/or material shortages.
1.13. “Intellectual Property Rights” means: (i) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trademarks, copyright, topography rights, database rights, moral rights, Know-How, rights in designs and inventions, discovery or process, and applications for and rights to apply for any of the foregoing; (iii) trade, business and company names, domain names and e-mail addresses; (iv) rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise); (v) the goodwill attaching to any of the aforementioned rights; and (vi) any forms of protection of a similar nature and having equivalent or similar effect to any of them; in all the above cases, throughout the world, including countries which currently exist or are recognised in the future.
1.14. “Know-How” means formulae, methods, plans, inventions, discoveries, improvements, processes, performance methodologies, techniques, specifications, technical information, tests, results, reports, component lists, manuals and instructions.
1.15. “Services” means the use of artificial intelligence models to streamline recruiting, including, without limitation, the automation of job descriptions, CV screening, candidate qualification, interview analysis and code reviews.
1.16. “Technical Prerequisites" means the list of characteristics of the equipment (hardware, operating system, internet connection with sufficient bandwidth), necessary for the access to and use of the Services from the Effective Date, as described in Clause 4.
1.17. “Termination Date” means the date on which this Agreement expires or terminates for whatever reason.
1.18. “RedNevada AI” means REDNEVADA TECHNOLOGY LIMITED, a company incorporated in England and Wales, having its registered office address at Sterling House, 501 Middleton Road, Chadderton, Oldham, United Kingdom, OL9 9LY, with company number 14923114.
1.19. “Virus” means any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); and (iii) adversely affect the user experience, including worms, trojan horses, viruses or other similar things or devices.
1.20. “Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity or availability of software. The term “Vulnerabilities” shall be construed accordingly.
2. PURPOSE OF THIS AGREEMENT
2.1. The purpose of this Agreement is to define the terms and conditions under which RedNevada AI provides the Customer with the Services, during the Subscription Term (as defined below), in consideration of full payment of the relevant Fees. Please read this Agreement carefully before concluding a purchase to access and use the Services.
2.2. The Services are provided to the Customer on a non-exclusive basis. Accordingly, the Customer will be entitled to obtain services in the nature of the Services from persons other than RedNevada AI, and RedNevada AI will be entitled to provide the Services and similar services to other customers.
3. SUBSCRIPTION TERM
This Agreement shall be effective from and including the Effective Date and shall remain in full force and effect during the Customer’s access to RAI (the “Subscription Term”).
4. TECHNICAL PREREQUISITES
4.1. The Customer represents, understands and accepts the Technical Prerequisites as a condition of accessing RAI and the Services and the Customer is solely responsible for ensuring the technical, maintenance and security related equipment of its internet connection and Customer Equipment. The Customer shall bear its own costs in relation to the Customer’s Equipment, internet access, anti-virus software and systems.
4.2. For the avoidance of doubt, RedNevada AI may upgrade and/or change the Technical Prerequisites throughout the Subscription Term, notably due to the evolution of RAI and/or the Services. In such an event, RedNevada AI will inform the Customer of such changes in advance if there is an anticipated material impact on the Customer’s access to RAI and/or the Services.
4.3. The Customer acknowledges the technical risks inherent to the internet, the interruptions in access that may result and the importance of the quality of the internet access provider and its adequacy with the needs of use of RAI and/or the Services. The transmission of the Services via the internet is not guaranteed and in light of the foregoing, RedNevada AI is not responsible for any unavailability, decline and/or difficulties in accessing RAI and/or the Services caused by a failure or insufficiency, whatever the cause, including that of the Customer’s internet connection.
5. REPRESENTATIONS AND WARRANTIES
5.1. Each party represents and warrants to the other that:
5.1.1. It has the requisite right, power and authority, and has taken or will take all action necessary to execute, deliver and exercise its rights, and perform its obligations, under this Agreement;
5.1.2. the Services and the Customer’s use of the Services in accordance with the terms of this Agreement is not in breach of any applicable laws or regulations, the Intellectual Property Rights of any third parties, contractual agreements or duties that it has with or owes to any other party; and
5.1.3. if required for compliance with data protection law, it has entered into or shall enter into a Data Privacy Addendum (the “DPA”) governing the sharing and international transfer of personal data related to this Agreement.
5.2. The Customer warrants and represents:
5.2.1. to maintain appropriate human oversight in the use of RAI to ensure that all decisions taken by the Customer while using RAI align with any applicable laws, regulations and ethical standards;
5.2.2. that it acknowledges the limitations of artificial intelligence (AI) technology and that RAI’s outputs should be used for decision support, rather than as a sole basis or replacement for making any decisions; and
5.2.3. that it will only use RAI in accordance with the terms of this Agreement and any other terms, policies or guidelines provided by RedNevada AI.
5.3. For the avoidance of doubt, RedNevada AI:
5.3.1. makes no warranty as to the compatibility, fitness or performance of the Customer’s Equipment with RAI and/or Services; and
5.3.2. makes no warranty, express or implied, as to the results to be attained by the Customer and/or any Authorised User from the use of RAI and/or the Services, and/or as to their merchantability or fitness for a particular purpose or use. The Services are provided “as is” and cannot, in any circumstances, be relied upon by the Customer or its Authorised Users. The Customer must, at all times, use its own judgement when viewing or basing decisions upon the Services.
5.4. All other warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are expressly excluded from this Agreement.
6. USE OF RAI
6.1. The Customer acknowledges that RAI is intended to function as a decision support tool and should not be regarded as a sole or exclusive means of making hiring or recruitment decisions. All final decisions should not be delegated to RAI and should instead be taken by the Customer. Any decisions made or based on the Services are the sole responsibility of the Customer and its Authorised Users and RedNevada AI will not be held liable for any losses or damages arising from the decisions taken from the Services.
6.2. The Services are provided for informational purposes only. The information, suggestions, guidance and recommendations provided by RAI should not be interpreted as professional advice or as the sole basis for making any decisions, nor does use of RAI substitute the Customer’s need for compliance with any applicable laws and regulations. The Customer acknowledges that it is the Customer’s own responsibility to ensure its use of RAI will comply with all relevant legal requirements.
6.3. The Customer agrees to indemnify, defend and hold harmless RedNevada AI from all liabilities, costs, expenses, damages and losses suffered or incurred or paid by RedNevada AI and arising out of or in connection with any claim brought against RedNevada AI in connection with the Customer’s use of RAI and/or the Services.
7. FEES
7.1. The Fees for the access to and use of the Services shall be calculated based on a per user per month basis, as specified in the Pricing Plan option selected by the Customer and as updated by RedNevada AI from time to time. Where applicable, RedNevada AI may: (i) issue an invoice to the Customer for the payment of its Fees in advance for access to and use of the Services; or (ii) charge the Customer’s relevant Authorised Payment Method for all Fees payable for access to and use of the Services.
7.2. Where RedNevada AI fails to charge the Customer’s Authorised Payment Method (for example, where the Customer’s Authorised Payment Method has expired or is no longer valid), RedNevada AI reserves the right to re-bill the Customer’s Authorised Payment method. Where, following such re-billing, RedNevada AI is unable to successfully bill the Customer’s Authorised Payment Method, RedNevada AI reserves the right, at its sole discretion, to suspend or terminate the Customer’s access until payment of all Fees are made in full.
7.3. The Customer’s subscription to the Services includes an allocation of characters for each specified use period, as detailed in the Pricing Plan (the “Allocated Characters”). The Customer acknowledges and agrees that its use of the Services is subject to the availability of Allocated Characters.
7.4. In the event that the Customer exceeds the use of the number of Allocated Characters during the specified use period, RedNevada AI reserves the right to impose additional charges for such further character usage. Such additional charges shall be calculated based on a per-character rate as identified in the Pricing Plan option as updated from time to time. RedNevada AI will make reasonable efforts to notify the Customer when their use of a character amount approaches or exceeds the number of Allocated Characters. Notwithstanding the foregoing, the Customer acknowledges that: (i) it is the Customer’s sole responsibility to monitor their Allocated Character usage and manage their subscription accordingly; and (ii) at the end of each specified use period, any unused characters shall not carry over to the next use period and shall be forfeited by the Customer.
7.5. All Fees payable under this Agreement are exclusive of value added tax (“VAT”) and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority, which will be payable by the Customer in addition to the Fees in the manner and at the rate prescribed by law from time to time. All Fees will be due on the date that the Customer purchases the Services and will be paid in full without any deduction, withholding or set-off.
7.6. The Customer acknowledges and agrees that during the Subscription Term, RedNevada AI may increase the Fees payable for the Services. If the Customer refuses the increase of the Fees, the Customer may terminate their access to and use of the Services at the end of any applicable billing period before such increase commences.
7.7. Except as expressly provided in this Agreement, no refunds shall be made, including on termination of this Agreement, unless terminated for RedNevada AI’s material breach. If terminated for RedNevada AI’s material breach, any Fees paid in advance for Services not yet provided at the date of termination shall be refunded.
7.8. The Customer acknowledges and agrees that it will keep all of Customer’s relevant business information and Authorised Payment Method accurate, up-to-date and complete.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Subject to the Customer’s payment of the Fees in full where applicable, RedNevada AI grants to the Customer a non-exclusive, personal, non-transferable, non-sublicensable licence to use RAI during the Subscription Term, solely and exclusively for the purpose of accessing and using the Services for the Customer’s own internal purposes and in accordance with the provisions of this Agreement.
8.2. Except to the extent expressly permitted in this Agreement, the Customer shall not, and shall not allow, procure or induce any Authorised User or any other person to:
8.2.1. reproduce, alter, adapt, modify, arrange, extract, reutilise, exploit, translate, recompile, decompile, disassemble, reverse engineer, distribute, co-mingle with any other data, or share any other form of, or create any derivative work from all or part of RAI and/or the Services;
8.2.2. share, (re)distribute, sell, sublicence, rent, lease, lend, store or otherwise make available (including free of charge), by any means whatsoever, for any purposes (including in read-only, editable or downloadable formats) any part of RAI and/or the Services to any person or third party (including affiliates);
8.2.3. use the Services, in particular RAI or any part of it for any development purposes or to develop any applications, software or other technology that could in any way interact or interfere with the performance of RAI and/or the Services or any portion thereof, or in general distort or interfere with the integrity or implementation of the Services;
8.2.4. cache, store or use any portion of RAI, and generally access the Services, with a view to creating and/or marketing a product or service similar to the Services, which may compete with the Services, or which copies or reproduces any feature, function or graphic attributes of the Services;
8.2.5. carry out and/or disclose the results of tests or performance tests of the Services without the prior written consent of RedNevada AI;
8.2.6. do, or fail to do, anything which may damage or prevent damage to the reputation of RedNevada AI, RAI or the Services, or any part thereof;
8.2.7. access the Services through any medium or equipment which RedNevada AI has not authorised in writing, or seek to obtain such unauthorised access;
8.2.8. introduce or attempt to introduce any Viruses or Vulnerabilities into RAI or the Services;
8.2.9. use the Services or any part thereof, or RAI, to record or transmit malicious code and/or unlawful, defamatory or otherwise unlawful materials, or generally use the Services for any illegal purpose or in any manner inconsistent with the terms of this Agreement; or
8.2.10. share, move, modify, interface, copy, broadcast, reproduce, port or otherwise route the Services or any portion thereof with or to any other equipment, network or software without RedNevada AI’s prior written consent.
8.3. Under the terms of this Clause 8.3, RedNevada AI will defend at its own expense any claim against the Customer brought by a third party to the extent that the claim alleges that the Customer’s authorised use of the Services in full compliance with this Agreement directly infringes that third party’s Intellectual Property Rights, and RedNevada AI will pay those costs and damages finally awarded against the Customer and effectively borne by the Customer that are solely and directly attributable to such claim or those costs and damages agreed to in a monetary settlement of such claim.
8.4. Such indemnification in Clause 8.3 is only due by RedNevada AI if the Customer: (i) has promptly informed RedNevada AI in writing of the existence of such claim; (ii) has allowed RedNevada AI to have the sole discretion of the defence and any negotiations for a settlement; and (iii) actively collaborates in good faith with RedNevada AI, at its request, for the defence or amicable settlement of the dispute.
8.5. If a claim or potential claim is to be brought against the Customer as a result of using the Services or if RedNevada AI believes that may be the case, the Customer agrees that RedNevada AI may, at its sole option and expense: (i) procure for the Customer the right to continue to use the Services; (ii) replace or modify the elements in question, so as to remove the ground of such claim(s); or (iii) terminate this Agreement and give Customer a prorated refund of any prepaid Fees for the remaining Subscription Term.
8.6. Notwithstanding the foregoing, RedNevada AI will have no obligation or liability under this Clause 8 or otherwise with respect to any indemnification, cost, claim or proceeding to the extent that:
8.6.1. it would not have been incurred or suffered but for any breach of this Agreement, unauthorised act, omission or misuse of the Services (including but not limited to the Customer not complying with the provisions of this Agreement and/or the Technical Prerequisites) by the Customer; or
8.6.2. it would not have been incurred or suffered but for any use of the Services which is made after the commencement of the claim or proceeding or, if earlier, the Customer becoming aware of the alleged infringement.
8.7. Clauses 8.3 to 8.6 state RedNevada AI’s entire liability and the Customer’s sole remedy as to the infringement of any third party’ Intellectual Property Rights and/or any other proprietary right arising from this Agreement, which the Customer expressly acknowledges and accepts.
9. LIABILITY
9.1. The Customer is responsible for the acts and omissions of all Authorised Users of the Services.
9.2. For the avoidance of doubt, RedNevada AI will have no liability to the Customer, in each case whether direct, indirect, foreseeable or consequential, for any:
9.2.1. loss of profit;
9.2.2. loss of revenue, loss of production or loss of business;
9.2.3. loss of goodwill, loss of reputation or loss of opportunity;
9.2.4. loss of anticipated savings or loss of margin;
9.2.5. loss of bargain;
9.2.6. liability of the Customer to third parties (save as set out in this Agreement);
9.2.7. loss of use or value of any data or software;
9.2.8. wasted management, operational or other time;
9.2.9. loss or damage (as the case may be) caused by the use of RAI and/or the Services or by delays or interruptions of the Services for whatever cause;
9.2.10. liability, contingent or otherwise, for any damage, whether caused by negligence of RedNevada AI or any of its employees, agents, sub-contractors or otherwise, arising in connection with the Services provided under this Agreement or the use of RAI where appropriate;
9.2.11. costs relating to the acquisition or subscription to a third party substitute service or solution which is suffered by the Customer; or
9.2.12. actions from an Authorised User and/or any third party, even if RedNevada AI has been notified of any of the above mentioned damages.
9.3. Nothing in this Agreement shall limit or exclude the liability of either party, as applicable, for:
9.3.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.3.2. fraud or fraudulent misrepresentation; and
9.3.3. any matter in respect of which it would be unlawful to exclude or restrict liability.
9.4. Subject to Clauses 9.2 and 9.3 and excluding Clause 8.3, RedNevada’s total aggregate liability to the Customer for all claims, losses or damages arising out of or in connection with this Agreement, whether under contract (including indemnities), tort, negligence, breach of statutory duty or otherwise will be equivalent to the lower of: (i) one hundred percent (100%) of the Fees paid by the Customer to RedNevada AI in the applicable year in which the claim(s) arise(s); or (ii) fifty-thousand dollars ($50,000).
9.5. Notwithstanding any other term of this Agreement, RedNevada AI will not be in breach of this Agreement to the extent its failure to perform or delay or defect in performance of its obligations under this Agreement arises as a result of:
9.5.1. any breach by the Customer of its obligations contained in this Agreement, or non-compliance with RedNevada AI’s written recommendations and/or instructions;
9.5.2. unauthorised and/or fraudulent access to RAI and/or the Services;
9.5.3. RedNevada AI relying on any incomplete or inaccurate information or data provided by the Customer or by a third party; or
9.5.4. RedNevada AI complying with any instruction or request by the Customer or one of its employees.
10. FEEDBACK
In the event that the Customer or any Authorised User provides RedNevada AI with any suggestions, comments, ideas, materials, data, improvements or any other type of feedback (“Feedback”) with respect to any aspect of RAI and/or the Services, the Customer hereby assigns, and shall, if requested in the future to assign, all rights, title and interest to such Feedback to RedNevada AI, without any compensation or other duty owed to the Customer, and the Customer automatically waives any moral rights in such Feedback.
11. SERVICE LEVELS AND MAINTENANCE
RedNevada AI will use commercially reasonable endeavours to ensure that the Services are available, except for instances of scheduled maintenance (the “Uptime”). Any downtime resulting from a Force Majeure Event shall be excluded from such Uptime.
12. TERMINATION
12.1. The Customer may terminate its access to the Services at any time. Where the Customer wishes to cancel its purchase of the Services, the Customer may email support@rednevada.ai or cancel its purchase through its Authorised Payment Method. Such cancellation will take effect at the end of the Customer’s applicable use period.
12.2. RedNevada AI may suspend or terminate, at its sole discretion, the Customer’s access to and use of RAI and/or the Services, if the Customer or any of its Authorised Users commits a material or persistent breach of the terms of this Agreement.
13. CONSEQUENCES OF TERMINATION
13.1. Upon the Termination Date:
13.1.1. the Customer shall cease to use RAI and/or the Services, including any saved content and/or information on the Services and shall ensure that all Authorised Users cease to use the Services;
13.1.2. all Services shall terminate;
13.1.3. any provision which expressly or impliedly continues to have effect after expiry or termination of this Agreement will continue in force; and
13.1.4. all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the Termination Date.
13.2. The following Clauses shall survive the Termination Date: 1, 5, 8-10, 13-14 and 16-24.
14. CHANGES TO THIS AGREEMENT
14.1. We may update the terms of this Agreement at any time upon notice to you in accordance with Clause 22. The Customer’s use of the Services following deemed receipt of this notice will constitute acceptance of the terms of this Agreement, as varied.
14.2. If the Customer does not wish to accept the terms of this Agreement, as varied, it acknowledges and accepts that it will immediately cease the use and access of the Services on the deemed receipt of the notice provided under Clause 14.1.
15. FORCE MAJEURE
15.1. If a Force Majeure Event occurs, RedNevada AI will:
15.1.1. as soon as reasonably practicable after becoming aware of the Force Majeure Event, give the Customer notice of the occurrence, anticipated term and impact of the Force Majeure Event;
15.1.2. use commercially reasonable endeavours, without being required to incur additional expenditure, to mitigate the effects of the Force Majeure Event, and to ensure that the Force Majeure Event comes to an end; and
15.1.3. continue to perform all of its obligations under this Agreement, the performance of which are not affected by the Force Majeure Event.
15.2. Subject to Clause 15.1, RedNevada AI will not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event. In such circumstances, RedNevada AI shall be entitled to a reasonable extension of time for performing such obligations. If the period of delay or non-performance continues for one (1) month, the Customer may terminate this Agreement by cancelling its purchase of RAI.
16. SUB-CONTRACTING
For the avoidance of doubt, RedNevada AI may subcontract its obligations hereunder, without prior formality, provided that the appointment of any sub-contractor shall not relieve RedNevada AI from any obligation or liability under this Agreement.
17. INDEPENDENT CONTRACTORS
Each party agrees that it is an independent contractor. Nothing in this Agreement and no action taken by the parties in connection with it will create a partnership, a joint venture, a relationship of employer and employee between the parties, give either party the authority to act as the agent of or in the name of or on behalf of the other party, or to bind the other party or to hold itself out as being entitled to do so.
18. ASSIGNMENT
18.1. Each party will only be entitled to assign or transfer this Agreement or its rights and obligations under this Agreement or deal in any other manner with any of its rights under this Agreement if it has obtained the prior written consent of the other party to do so. Any attempted assignment or transfer in violation of this Clause 18.1 will be null and void.
18.2. Notwithstanding Clause 18.1, RedNevada AI may assign this Agreement to a related entity or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganisation, or otherwise, subject to written notice given to Customer, at which point, RedNevada AI will be released from its obligations under the Agreement. Under no circumstances shall RedNevada AI be held jointly and severally liable for the performance of the Agreement by the assignee.
19. NO WAIVER
A delay in exercising or failure to exercise a right or remedy under or in connection with this Agreement will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy.
20. SEVERABILITY
If any provision of this Agreement is or becomes unenforceable, it shall be deemed deleted, but that shall not affect the enforceability of the rest of this Agreement.
21. RIGHTS OF THIRD PARTIES
Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
22. NOTICES
Any notice or communication required or permitted under this Agreement shall be sent by e-mail, where, in the event of RedNevada AI, to support@rednevada.ai and in the event of the Customer, to the e-mail used to purchase access to and use of the Services.
23. GOVERNING LAW
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), shall be exclusively governed by, and construed in accordance with English law, without regard to conflicts of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
24. JURISDICTION
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or their subject matter or formation.