Master Client Agreement
This Master Services Agreement (“Agreement”) by and between Lantern Limited (“Lantern”) and the client (“Client”) accessing Lantern’s products or services as identified in one or more Orders (the “Services”). This Agreement takes effect on the earlier of when Client (a) accesses or uses the Services, (b) executes an Order for the Services; or (c) otherwise accepts the terms of this Agreement using a mechanism provided by Lantern (the “Effective Date”).
By executing an Order that references this Agreement, you agree to be legally bound by this Agreement. If you are a business or other legal entity, the individual accepting this Agreement confirms they have the legal right and authority to bind your entity to its terms; consequently, all mentions of “Client” in this Agreement will refer to your business or legal entity. If you are not eligible, or do not agree to this Agreement, you do not have our permission to use the Services.
In consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:
1. SERVICES AND SUPPORT
1.1 Provision of Services. Subject to the terms of this Agreement, Lantern will use commercially reasonable efforts to provide Client the Services. Services are licenced to Client as set forth in an order form as mutually agreed to by the parties (each, an “Order”). Each Order will include the specific details regarding the Service(s) ordered by Client, including, as applicable, the number of seats, and the period during which Client’s subscription to access and use the Service(s) for which such Order applies (the “Subscription Term”).
1.2 Affiliate Orders. An Affiliate of Client may use Services by entering into its own Order(s) as agreed with Lantern. Each such Order creates a separate agreement between the Affiliate and Lantern which incorporates this Agreement, with the Affiliate treated as “Client”. Neither Client nor any Client Affiliate has any rights or obligations under each other’s agreement with Lantern, and breach or termination of any such agreement is not breach or termination under any other.
1.3 Users. Only employees or contractors of Client that Client allows to use the Services on Client’s behalf (each a “User”) may access and use the Services. Users may be required to use certain credentials designated by Lantern (“Log-in Credentials”). Each User must maintain the confidentiality of their Log-in Credentials and must not share them with any other person. Client is responsible for its Users’ compliance with and adherence to this Agreement and for all activity conducted under their Log-in Credentials. Client will promptly notify Lantern upon becoming aware of any compromised Log-in Credentials. Lantern may collect User information when creating Log-in Credentials for providing the Services.
1.4 Permitted Use. During a Subscription Term, subject to Client’s compliance with the terms of this Agreement, Client may access and use the Services only for its internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in an Order. “Documentation” refers to instructional materials, guides, and resources provided by Lantern to help users understand, use, and troubleshoot the Services.
1.5 High Risk Activities. Client must not use the Services with Prohibited Data or for any activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control (“High Risk Activities”). Client acknowledges that the Services are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Lantern is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Lantern has no liability for Prohibited Data or use of the Services for High Risk Activities.
1.6 Restrictions. Client will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicence the Services to a third party (other than Users); (b) use the Services on behalf of, or provide the Services to third parties; (c) use the Services to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Services, except to the extent expressly permitted by Law (and then only with prior notice to Lantern); (e) modify or create derivative works of the Services or copy any element of the Services; (f) remove or obscure any proprietary notices in the Services; (g) publish benchmarks or performance information about the Services; (h) interfere with the operation of the Services (including the collection of Usage Data), circumvent any access restrictions, or conduct any security or vulnerability test of the Services; (i) transmit any viruses or other harmful materials to the Services; (j) take any action that risks harm to others or to the security, availability, or integrity of the Services; or (k) access or use the Services in a manner that violates any Law.
1.7 Suspension of Services. Lantern may immediately suspend Client’s access to any or all of the Services if: (a) Client breaches Section 1.5 (High Risk Activities), Section 1.6 (Restrictions), Section 2.3 (Client Obligations), or Section 2.4 (Prohibited Conduct); (b) Client’s account is 30 days or more overdue; (c) changes to (i) all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data (collectively “Laws”), or (ii) new Laws require that Lantern suspend the Services or otherwise may impose additional liability on the part of Lantern; or (d) Client’s actions risk harm to any of Lantern’s other clients or the security, availability, or integrity of the Services. Where practicable, Lantern will use reasonable efforts to provide Client with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Lantern will restore Client’s access to the Service(s).
1.8 API Licence. Lantern may make application programming interfaces and associated tools, software, code, materials, and associated documentation (“APIs”), available that are designed to permit Client to integrate its systems and tools with the Services. Subject to Client’s complete and ongoing compliance with this Agreement, Lantern grants Client a non-exclusive, non-sublicensable, nontransferable, limited, revocable licence to internally use the APIs to connect with the Services. Client has no right to distribute or allow access to the stand-alone APIs and Client’s rights to the APIs are subject to Lantern’s policies, if any.
1.9 Upgrades and Updates. Lantern may modify or discontinue all or any part of the Services at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Client; provided, however, Lantern will use commercially reasonable efforts so that any such modification or discontinuation shall be carried out in a manner that does not materially reduce the core functionality and overall performance of the Services as it existed prior to the change. Unless stated otherwise in an Order, Lantern will make updates, modifications, or bug fixes to the Services or Documentation that Lantern provides free of additional charge to its clients using the Services as Lantern makes them available to its clients of the applicable Services generally. Client’s purchase of access to the Services is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Lantern regarding future functionality or features of the Services. From time to time, Lantern, in its sole discretion, may make available additions, enhancements, upgrades, new services, or modules that include new features and substantial increases in functionality to the Services (“Upgrades”) under additional or different terms. Lantern will have no liability for any non-material change or modification to the Services or any temporary suspension of access to or use of the Services resulting from necessary maintenance or upgrades. Nothing in this Agreement obligates Lantern to make Upgrades available to Client as part of the Services or otherwise unless specifically included in an Order.
1.10 Support. During a Subscription Term, Lantern will provide commercially reasonable support for the Services to help ensure the Services conform with the applicable Documentation (“Support”).
2. DATA AND SECURITY
2.1 Definitions
- 2.1.1 “Aggregated Data” means Client Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Client or a specific individual.
- 2.1.2 “Client Data” means any data or information that: (a) Client (including its Users) submits to the Services, including from to any third-party platform, add-on, service, or product not provided by Lantern that Client elects to integrate or enable for use with any Services (each a “Third-Party Platform”); and (b) is collected, accessed, used, disclosed, transferred, transmitted, stored, hosted, or otherwise processed by Lantern (“Process”) to provide the Services to Client.
- 2.1.3 “Client Personal Data” will have the meaning given to it in the Data Processing Addendum.
- 2.1.4 “Data Processing Addendum” means the Data Processing Addendum available at https://www.lantern.ai/lantern-dpa/ .
- 2.1.5 “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (c) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (d) social security numbers, driver’s licence numbers, or other government ID numbers; or (e) any data similar to the above protected Laws.
- 2.1.6 “Usage Data” means information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Client, such as technical logs, data, and learnings about Client’s use of the Services, but excluding any identifiable Client Data.
2.2 Client Data. Client grants Lantern a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable right and licence to use, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from Client Data as necessary: (a) to provide Services and Support; (b) to create and compile Aggregated Data in a form that does not identify Client as the source thereof; (c) for business purposes, including the development or improvement of Lantern’s products and services; and (d) as otherwise required by Law or as agreed to in writing between the parties.
2.3 Client Obligations. Client is responsible for its Client Data, including its content and accuracy, and will comply with applicable law when using the Services. Client represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Lantern to Process Client Data set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Client Data. Client will provide and maintain any hardware, software, other technology, and infrastructure that Client is required to provide and maintain in order for Client to access and use the Services (“Client Systems”).
2.4 Prohibited Conduct. By using the Services, Client represents and warrants that it will not:
- 2.4.1 use the Services for any illegal purpose or in violation of any local, state, national, or international Laws;
- 2.4.2 share Client Data that includes the name, age, occupation, religion, ethnicity and race, or sexual orientation; and
- 2.4.3 attempt to do any of the acts described in this Section 2.4 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 2.4 (Prohibited Conduct).
2.5 Personal Data. To the extent Lantern will Process Client Personal Data to provide the Services to Client, each party will comply with its obligations in the Data Processing Addendum, which is incorporated into this Agreement by reference.
2.6 Usage Data; Aggregated Data. Lantern may Process Usage Data and Aggregated Data including: (a) to track use of the Services for billing purposes; (b) to provide support for the Services; (c) to monitor the performance and stability of the Services; (d) to prevent or address technical issues with the Services; (e) improve the Services and its other products and services, and to develop new products and services; and (f) for all other lawful business practises, such as analytics, benchmarking, and reports. Client will not interfere with the collection of Usage Data.
3. THIRD-PARTY PLATFORMS
3.1 Third Party Platforms. Use of Third-Party Platforms (e.g., OpenAi, Excel, etc.) is subject to Client’s agreement with the relevant provider and not this Agreement. Lantern does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Client Data. By enabling a Third-Party Platform to interact with the Services, Client authorises Lantern to access and exchange Client Data with such Third-Party Platform on Client’s behalf.
4. FEES AND PAYMENT
4.1 Subscription Term. Except as set forth in an Order, each Subscription Term will automatically renew for successive 12-month periods unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends.
4.2 Fees. Fees for the Services are set forth in each Order (“Fees”). All Fees will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced as described on the schedule in the Order. Fees will automatically increase on each anniversary of the Effective Date by an amount equal to the percentage increase in the Retail Prices Index published by the UK Office for National Statistics (or any successor index) over the preceding 12 month period, plus 4%. Such increase will apply automatically and will not require any further notice or consent from Client. Lantern may change the annual Fees for a Renewal Period by giving Client written notice of such change at least 90 days prior to the start of such Renewal Period. If Client does not wish to accept the increased fees in relation to any Renewal Period for an Order, Client may terminate such Order in accordance with Section 5. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. A late payment charge of 4% per annum above the base rate of the Bank of England (accruing daily and compounded at the end of each calendar month, or the maximum amount allowed by Law, whichever is less, will be added to all overdue Fees. All Fees are non-refundable except as required by applicable law.
4.3 Taxes. Client is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Lantern’s income tax (“Taxes”). Fees are exclusive of all Taxes.
5. TERM AND TERMINATION
5.1 Term. This Agreement will take effect on the Effective Date and, unless terminated earlier will continue for the initial term indicated on the cover page (the “Initial Term”). Either party may terminate this Agreement at the end of the first year of the Initial Term by providing the other party with at least 90 days prior written notice. Unless otherwise set forth in the cover page, after the Initial Term this Agreement will automatically renew for successive 1-year periods (each, a “Renewal Period” and together with the Initial Term, the “Term”) unless either party provides written notice of non-renewal at least 90 days prior to the end of the then-current term. Each Order will continue for the term set forth on the Order. Unless specified otherwise, each Order will automatically renew for successive 1 year periods unless either party provides written notice with at least the Minimum Notice Period set forth in the Order.
5.2 Termination. Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement within 30 days after notice (including a failure to pay Fees, which will be considered a material breach if not paid within 15 days after notice); (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
5.3 Effect of Termination. Upon expiration or termination of an applicable Order and upon expiration or termination of this Agreement, Client’s access to and Lantern’s obligations to provide the Services and Support will cease. Furthermore, the API licence granted under Section 1.8 (API Licence) will terminate on expiration or termination of the Agreement and Client will have no further right or licence to use the API. Upon such event, Client will install the API from all Client Systems. During a Subscription Term and for the 30-day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Client may export Client Data. Lantern is not required to maintain or store Client Data; however, during this 30-day period, Lantern will use commercially reasonable efforts to retain the applicable Client Data to allow for Client’s export. After that 30-day period, Lantern will be under no obligation to store or retain the applicable Client Data and may delete the applicable Client Data at any time in its sole discretion.
5.4 Survival. All definitions and the following Sections survive expiration or termination of this Agreement: 2.7 (Usage Data; Aggregated Data), 5.3 (Effect of Termination), 5.4 (Survival), 6 (Confidentiality), 7.2 (Limits on Evaluations), 9 (Disclaimers), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), and 15 (General Terms), and any obligations of the parties that, by their nature, should survive the termination or expiration of this Agreement. Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
6. CONFIDENTIALITY
6.1 Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Lantern’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services. Client’s Confidential Information includes Client Data.
6.2 Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Client Data; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Lantern is the Recipient, Lantern may retain the Client’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 6 (Confidentiality) and they are bound in writing to confidentiality obligations no less protective than this Section 6 (Confidentiality). Confidential Information may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.
6.3 Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referring to Confidential Information.
6.4 Remedies. Unauthorised use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, without posting bond, other security, or proof of actual damages, in addition to other available remedies, for breach or threatened breach of this Section 6 (Confidentiality).
6.5 Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Client Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
6.6 Publicity. Lantern may a) include Client’s name, logo, and general information about the use of the services in its client lists, marketing materials, and sales presentations; b) issue a press release or public announcement regarding the existence of this Agreement and the general nature of the relationship, provided that the content of such press release or public announcement has been approved in writing by Client, which approval shall not be unreasonably withheld or delayed. c) use Client’s name and logo on its website and in other marketing materials, including case studies and testimonials, provided that such use is in accordance with the other party’s trademark usage guidelines and has been approved in writing by Client.
7. EVALUATIONS.
7.1 Trial Usage. If Client receives access to the Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Evaluations”), use is permitted only for Client’s internal evaluation during the period designated by Lantern (or if not designated, 30 days). Evaluations are optional and either party may terminate Evaluations at any time for any reason. Evaluations may be inoperable, incomplete, or include features that Lantern may never release, and their features and performance information are Lantern’s Confidential Information.
7.2 LIMITS ON EVALUATIONS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, LANTERN PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR EVALUATIONS, AND ITS LIABILITY FOR EVALUATIONS WILL NOT EXCEED $50.
8. WARRANTIES
8.1 Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorisation or approval from any third party is required in connection with such party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
8.2 Lantern Warranties. Lantern represents and warrants to Client that: (a) Lantern has the necessary rights to grant the rights in the Services and Documentation under this Agreement; (b) Lantern will not materially decrease the overall functionality of the Services during a Subscription Term (the “Limited Warranty”); and (c) the Services will not knowingly contain a virus or other program or technology designed to disrupt, damage, interfere with or provide unauthorised access to any software, hardware or system.
8.3 Client Warranties. Client represents and warrants to Lantern that: (a) the Client Data and Usage Data provided by Client to Lantern for the performance of Services under this Agreement will not infringe or misappropriate any third party’s intellectual property rights or privacy right; (b) Client has the necessary rights, to provide Lantern with Usage Data; and (c) Client will not use the Services to violate any Laws.
9. DISCLAIMERS
9.1 General Disclaimer. Except for any express warranties provided in this Agreement, the Services and Support are provided “as is” and “as available.” Lantern, on behalf of itself and its suppliers and licensors, disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, quality, accuracy, and non-infringement.
9.2 Service Limitations. Limited Warranty exceptions: the Limited Warranty in section 8.2(b) does not cover issues caused by: (a) Client’s misuse or unauthorised modifications of the Services; (b) use of the Services in High-Risk Activities; (c) unpaid use or Evaluations.
9.3 No Guarantee of Performance. Lantern does not warrant that the Services will be uninterrupted or error-free. We do not guarantee the accuracy or integrity of Client Data, nor are we responsible for delays or failures due to the internet or other systems outside of our control.
9.4 Client Responsibility. Client’s use of the Services is at Client’s own discretion and risk. Lantern is not liable for any damages resulting from Client’s use of or reliance on the Services’ output.
9.5 Artificial Intelligence Disclaimer. Client acknowledges that parts of the Services use artificial intelligence (“AI”) and machine learning, which operate on probabilistic reasoning. This means the outputs may not always be accurate, complete, relevant, or error-free. Lantern is not responsible for any damage that may result from using the Services. Client is solely responsible for determining the efficacy, accuracy, lawfulness, and appropriateness of the Services for any given use. The use of AI is subject to legal and regulatory uncertainties that could impact Client’s ability to use the Services in the future. Due to the nature of the Services and AI technology generally, output may not be unique, novel, exclusive, or otherwise specific to you or your input and other users of the Services may receive similar output via the Services. To the greatest extent permitted by applicable law, Lantern makes no representation or warranty with respect to any of the foregoing acknowledgements and Lantern is not responsible for any damage that may results from the use of AI aspects of the Services. To the greatest extent permitted by applicable Law, Lantern hereby expressly disclaims all representations and warranties, whether express or implied, regarding the accuracy, completeness, reliability, safety, suitability, or regulatory compliance of any information, output or results provided by any AI elements of the Services and any actions or inactions taken in reliance on such information. Any reliance on the Services’ AI elements are solely at your own risk. The Services’ AI elements do not provide professional or legal advice.
10. OWNERSHIP. Neither party grants the other any rights or licences not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Client retains all intellectual property rights and other rights in Client Data provided to Lantern. Except for Client’s use rights in this Agreement, Lantern and its licensors retain all intellectual property rights and other rights in the APIs, Services, Documentation, Usage Data, and Lantern technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Lantern. If Client provides Lantern with feedback or suggestions regarding the Services or other Lantern offerings, Lantern may use the feedback or suggestions without restriction or obligation.
11. LIMITATION OF LIABILITY
11.1 Except as expressly and specifically provided in this Agreement, the Client assumes sole responsibility for results obtained from the use of the Service, professional service, and the Documentation by the Client, and for conclusions drawn from such use. Lantern shall have no liability for any damage caused by errors or omissions in any information, instructions or data provided to Lantern by the Client in connection with the Service or professional services, or any actions taken by Lantern at the Client’s direction.
11.2 Nothing in this Agreement excludes the liability of either party: (i) for death or personal injury caused by such party’s negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) a party’s indemnification obligations.
11.3 Subject to Sections 11.1 and 11.2: (i) neither party shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and (ii) each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total fees paid or payable under this Agreement during the 12 months immediately preceding the date on which the claim arose.
12. INDEMNIFICATION. Client will defend Lantern from and against any third-party claim to the extent resulting from Client Data, Client’s use of the Services in violation of this Agreement, Client’s breach or alleged breach of Section 2 (Data and Security), or any decisions made by Client or its Users based on the results of the outputs of the Service and will indemnify and hold harmless Lantern against any damages and costs awarded against Lantern (including reasonable attorneys’ fees) or agreed in a settlement by Client resulting from the claim.
13. AUDIT
13.1 Client shall: permit Lantern or its auditors (on reasonable notice and during normal working hours and (save where Client is, or is reasonably suspected of being, in material breach of this Agreement) to audit Client’s compliance with its obligations under this Agreement in relation to the use of the Service and any data as a result of the Services or other Lantern Materials. This section 10 will survive the expiration or termination of this Agreement and for 1 year thereafter. Client shall provide all reasonably requested cooperation and access. Lantern shall be responsible for all costs of the audit unless the audit reveals (a) non-compliance, or (b) underpayment of more than five percent (5%) of the amounts owed during the audited period. In such cases, Client shall reimburse Lantern for the reasonable costs of the audit.
14. NON-SOLICITATION
14.1 Client shall not solicit or employ (or procure the solicitation or employment of) any employee of Lantern or its Affiliates who has been involved in the provision of the Services at any time within the previous twelve months and this undertaking shall remain in full force and effect for twelve months following termination of this Agreement. This restriction shall not apply to unsolicited applications received in response to general job advertisements and/or recruitment campaigns which are not targeted at the individual concerned or employees generally.
15. GENERAL TERMS
15.1 Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement to an Affiliate or in connection with a merger, reorganisation, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. “Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of 50% or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
15.2 Governing Law; Venue. 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 governed by and interpreted in accordance with the law of England and Wales. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute whether contractual or non-contractual arising out of or in connection with this Agreement. Each Party irrevocably submits to the exclusive jurisdiction of the Courts of England and Wales.
15.3 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
15.4 Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to the addresses on the first page and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); or (c) one day after dispatch if by a commercial overnight delivery service. Notices may not be sent via email unless otherwise expressly permitted elsewhere in this Agreement. Either party may update its address with notice to the other party. Lantern may also send operational notices to Client by email or through the Services.
15.5 Entire Agreement. This Agreement (which includes all Orders, schedules, and policies regarding the Services that Lantern may make available from time to time) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
15.6 Amendments. Any amendments, modifications, or supplements to this Agreement must be in writing and signed by each party’s authorised representatives or, as appropriate, agreed through electronic means provided by Lantern. Nonetheless, with notice to Client, Lantern may modify its policies to reflect new features or changing practises, but the modifications will not materially decrease Lantern’s overall obligations during a Subscription Term. The terms in any Client purchase order or business form will not amend or modify this Agreement and are expressly rejected by Lantern; any of these Client documents are for administrative purposes only and have no legal effect.
15.7 Third Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.8 Waivers and Severability. Waivers must be signed by the waiving party’s authorised representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.
15.9 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government licence, or natural disaster. If such force majeure event affects a party for a period of thirty days or more, the non-affected party may terminate this Agreement immediately on written notice to the affected policy.
15.10 Subcontractors. Lantern may use subcontractors and permit them to exercise Lantern’s rights, but Lantern remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
15.11 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.
15.12 Export. Client will comply with all relevant U.S. and foreign export and import Laws in using any Services. Client: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
15.13 Government End-Users. Elements of the Services are commercial computer software. If the user or licencee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related Documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
15.14 Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any Orders, schedules, exhibits, attachments, addenda, policies, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows: (a) the terms contained in the body of this Agreement; (b) the terms of the schedules, exhibits, attachments, addenda, and applicable policies to this Agreement; and (c) the Documentation.
Last updated: March 2026