Gallery Partnerships Terms & Conditions | Limna

Limna Gallery Partnerships Terms & Conditions

These terms and conditions ("terms") apply to your use, as a gallery customer ("Gallery"), of the App as provided by or on behalf of Ltd trading as Limna ("Limna"). Limna's registered company number is 04294666, and its registered office is at 1-2 Craven Road, London, England, W5 2UA.

In respect of the Gallery's access to and use of the App, and entry into a Subscription within the App, these terms supersede the general Limna App EULA.

1. Definitions

1.1. In these terms, where the context so admits, the following words and expressions shall have the following meanings:

1. "App" means the mobile application and any update/upgrade to it that is provided by Limna;

2. "Authorised User" has the meaning set out in clause 5.2;

3. "Business Day" means each day which is not a Saturday or Sunday or a bank or public holiday in England;

4. "Gallery Content" means all data, information and material input or uploaded to or transmitted through the App by the Gallery and/or any Authorised User;

5. "Initial Term" has the meaning set out in clause 14.1;

6. "Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

7. "Limna Content" means all data, information and material owned by or licensed to Limna and comprised within the App, including the Subscription Functionality but excluding Gallery Content;

8. “Paid Features” has the meaning set out in clause 2.7;

9. "Renewal Term" has the meaning set out in clause 14.1;

10. "Subscription" means the subscription for Subscription Functionality;

11. "Subscription Functionality" has the meaning set out in clause 4.1;

12. "Subscription Period" has the meaning set out in clause 4.2;

13. "Subsequent Subscription Periods" has the meaning set out in clause 4.2;

14. "Term" means collectively Subscription Periods and any Subsequent Subscription Periods;

15. "Third Party Content" has the meaning set out in clause 2.1; and

16. "Appraisals" means the price estimate functionality provided by Limna via the App.

2. Provision of App

  1. 2.1.  The App is intended for use and purchase only by persons who are at least 18 years of age. By using the App, the Gallery confirms to us that it and the Authorised Users meet this requirement.

  2. 2.2.  The Gallery must have permission to use the device used to access the App. The Authorised User(s) shall be assumed to have obtained permission from the Gallery of any device that is controlled, but not owned, by the Authorised User to download the App to that device. The Gallery accepts responsibility, in accordance with these terms, for all access to, and use of, the App by any Authorised User on any device.

  3. 2.3.  It is the Gallery's responsibility to ensure it has equipment (of appropriate specification and compatible with the App) and internet connection to enable the Gallery to use the App. The Gallery acknowledges that it is responsible for all charges for internet access (including mobile data usage) charged by its internet service provider.

  4. 2.4.  The Gallery acknowledges that the App may make content available that is sourced from a number of third party sources ("Third Party Content"). Limna reserves the right to add to, withdraw and/or substitute particular Third Party Content sources and to change the format of Limna Content, from time to time.

  5. 2.5.  The Gallery may, from time to time, with or without prior notice, temporarily suspend the operation of the App (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality.

  6. 2.6.  Limna reserves the right to change the format and features of the App by making the updated App available for download or, where the Gallery's device settings permit it, by automatic delivery of updates. The Gallery (or the Authorised User) is not obliged to download the updated App, but Limna may cease to provide and/or update content to prior versions of the App and, depending on the nature of the update, in some circumstances the Gallery (or the Authorised User) may not be able to continue using the App until it has downloaded the updated version.

  7. 2.7.  The Gallery may choose to purchase additional features and functionality on the app, such as additional Appraisals (the “Paid Features”) which Limna will supply. The price and other specifications of the Paid Features will be detailed on the App. Limna reserves the right to change the price of Paid Features at any time but this will not affect any Paid Features already purchased.

3. Registration

  1. 3.1.  Limna may restrict access to certain features, functions or content of the App (including the Subscription or Paid Features) to users that have registered. The Gallery is not obliged to register with Limna, but if the Gallery does not do so, it shall be unable to use the Subscription Functionality.

  2. 3.2.  To register, and once entered into a Subscription, the Gallery (and any Authorised Users) must provide Limna with accurate, complete and up-to-date information requested. The Gallery is responsible for the information provided to Limna. The Gallery (and any Authorised Users) must promptly update account information online in the event of any changes to this information.

3.3. The Gallery (and any Authorised Users) must treat any username, password or other identifier for accessing or using the App as confidential and must not reveal it to anyone else. The Gallery is responsible for all activities that occur under any log-on information related to the Gallery and must notify Limna immediately of any unauthorised use of which the Gallery becomes aware. Limna reserves the right to disable any log-on information, at any time, if in its opinion the Gallery has failed to comply with any of the provisions of these terms or if any details provided for the purposes of registering as a user prove to be false.

4. Subscription

4.1. The Gallery may choose to purchase a Subscription for additional functionality on the App (the "Subscription Functionality"). This may include:

  1. (a)  listing inventory and benefiting from Limna's independent price estimates and supporting intelligence for new enhanced inquiries;

  2. (b)  creation of a profile for the Gallery, which shall contain information about the Gallery and facilitate ease of contact with Limna's active users, who may reach out to the Gallery;

  3. (c)  tracking the performance of the Gallery's artists and artworks and obtaining an understanding of the audience interested in the Gallery's inventory. Limna may provide analytics over email to the Gallery;

  4. (d)  unlimited Appraisals, which should help the Gallery gain insights and check its pricing approach; and

  5. (e)  general support for the Gallery in its use of the Subscription and the Subscription Functionality within ordinary UK business hours.

This list is indicative only and the Gallery should review the Subscription information page carefully as this shall contain the complete and accurate list of the Subscription Functionality for the Subscription chosen by the Gallery.

  1. 4.2.  Subject to the remainder of this clause 4.2, the Gallery's Subscription shall commence on the first day of Subscription to be agreed between the parties, and unless sooner terminated in accordance with these terms, continue for an initial term of the duration of the Subscription chosen by the Gallery when it subscribes for a Subscription ("Subscription Period"). Thereafter, the Subscription shall renew automatically for successive Subscription Periods of equivalent duration ("Subsequent Subscription Periods") unless and until terminated by either party in accordance with clause 14. Access to the Subscription Functionality associated with the Gallery's Subscription shall not be granted until such time as it has made the first payment toward the Subscription after registration.

  2. 4.3.  Limna reserves the right to make changes to the Subscription, Subscription Functionality and/or to these terms from time to time, provided that Limna shall not, unless the Gallery agrees, make any changes in respect of the Subscription already paid for that would significantly reduce the type or level of service the Gallery receives (except if Limna needs to do so for security, legal or regulatory reasons).

5. Grant of licence and scope of authorised use

5.1. Subject to full payment of the applicable fees and subject to the other provisions of these terms, the Gallery is granted a non-transferable, non-exclusive licence, for the Term, to access and use the App and, if relevant, the Subscription Functionality and Paid Features. Except as expressly set out in these

terms, all rights in and to the App (including the Limna Content but excluding Gallery Content) and Software are reserved to Limna.

  1. 5.2.  Only the Gallery is licensed to access and use the App, and, if relevant, Subscription Functionality and Paid Features and solely for its internal business purposes. Use by the Gallery includes use by:

    1. (a)  the Gallery's employees;

    2. (b)  any contract staff who are working for the Gallery; and

    3. (c)  any other person working with, or on behalf of, the Gallery;

    provided that, in each of these cases, the person concerned is accessing and using the App exclusively on the Gallery's behalf, for the above purposes, and with the Gallery's authorisation (the "Authorised Users").

  2. 5.3.  The Gallery shall not:

    1. (a)  except as expressly permitted by these terms, permit any third party to access or use the App or use the same on behalf of any third party;

    2. (b)  copy, translate, modify, adapt or create derivative works from the App;

    3. (c)  create Internet "links" to the App or "frame" or "mirror" any Limna Content on any other server or wireless or Internet-based device;

    4. (d)  attempt to discover or gain access to the source code for the App or reverse engineer, modify, decrypt, extract, disassemble or decompile the App (except strictly to the extent that the Gallery is permitted to do so under applicable law);

    5. (e)  employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use the App (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling') in order to circumvent any restrictions on scope of authorised use contained in these terms;

    6. (f)  obscure, amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of, the App;

    7. (g)  attempt to gain unauthorised access to or interfere with the proper working of the App and, in particular, must not attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the App or any associated website, computer system, server, router or any other internet-connected device;

    8. (h)  provide false identity information to gain access to or use the App;

    9. (i)  use the App to:

(i) upload, store, post, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment,

knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable;

  1. (ii)  impersonate any person or entity or otherwise misrepresent the Gallery's relationship with any person or entity;

  2. (iii)  engage in any fraudulent activity or further any fraudulent purpose;

  3. (iv)  provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the government of the United Kingdom or any foreign government as a foreign terrorist organisation;

  4. (v)  "stalk" or otherwise harass another person or collect or store unauthorised personal data in relation to any individual;

  5. (vi)  damage Limna's name or reputation or that of any of its affiliates;

  6. (vii)  transmit or distribute any unsolicited or unauthorised advertising, marketing or promotional material or other form of solicitation (spam); and/or

  7. (viii)  transmit or distribute any virus and/or other code that has contaminating or destructive elements;

and shall not permit any Authorised User or other third party to do any of the foregoing.

6. Fees and payment

  1. 6.1.  The Gallery may have the choice to pay for the Subscription in full in one upfront payment ("Up-Front Billing"), or in equal monthly instalments ("Monthly Billing") throughout the Term ("Billing Preference"). Subscribers with Up-Front Billing shall be charged for their full Subscription immediately at the start of the Subscription Period or applicable Subsequent Subscription Period. Subscribers with Monthly Billing shall be charged in equal monthly instalments throughout the Term.

  2. 6.2.  Limna may change the Subscription fees on 30 days' notice to the Gallery, to come into effect at the beginning of the relevant Subsequent Subscription Period.

  3. 6.3.  The price of the Subscription and Paid Features are as quoted on the App from time to time and exclude VAT or other applicable sales tax which, where chargeable by Limna, shall be payable by the Gallery at the rate and in the manner prescribed by law.

  4. 6.4.  If the Subscription renews, fees for each Subsequent Subscription Period shall automatically be charged to the Gallery's account, in advance, on the renewal date (or shortly before or after), unless the Gallery has already cancelled the Subscription. Limna shall endeavour to take payment in respect of all charges from the same payment method previously paid with. The Gallery authorises Limna, on an ongoing basis, to automatically charge all charges due and payable by the Gallery in relation to the Subscription in accordance with these terms, until that Subscription is cancelled.

  5. 6.5.  Payments shall be facilitated by a payment method set in the relevant device account's Apple ID settings. Online payment transactions may be subject to validation checks by any relevant card issuer and Limna is not responsible if a card issuer declines to authorise payment for any reason. It is possible that a card issuer may charge for an online handling fee or processing fee. Limna is not responsible for this.

  1. 6.6.  Fees are payable, in full, on the respective due dates and without deduction, set off or withholding of any kind.

  2. 6.7.  From time to time, Limna may run promotions where it issues discount codes. These may be able to be used in part-payment of Subscription or Paid Features fees, subject to the terms under which they were issued (as indicated in the relevant promotion from which the Gallery got the code). Discount codes can only be used once, and only during the period of validity stated and only in respect of the relevant Subscription or Paid Features stated. Discount codes cannot be redeemed for cash.

7. Intellectual Property Rights

  1. 7.1.  Limna and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Limna's brands, trade marks and logos, the App, (including the Limna Content but excluding Gallery Content). Except as expressly permitted by these terms, the Gallery may not use any of Limna's Intellectual Property Rights without Limna's prior written consent.

  2. 7.2.  The Gallery and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Gallery Content. The Gallery grants Limna, free of charge, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable licence to use the Gallery Content for its own business purposes. The Gallery warrants that the Gallery owns the Gallery Content and/or are otherwise entitled to grant the foregoing licence.

  3. 7.3.  Limna does not control Gallery Content submitted, nor is Gallery Content sharing actively moderated. The Gallery (and the Authorised User) is solely responsible for Gallery Content. Whilst Limna does not pre-screen Gallery Content, Limna reserves the right, in its sole discretion, to delete, edit or modify any Gallery Content at any time without notice.

8. Warranties

8.1. Limna warrants that:

(a) it has the right to enter into these terms and to provide the App as contemplated by these terms; and

(a) the Subscription Functionality and any Paid Features shall, under normal operating conditions, substantially conform to the functionality described in the relevant product pages on the App.

  1. 8.2.  Limna does not control the content posted to or via the App and, in particular, does not control Third Party Content and, as such, Limna does not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of any of the foregoing content or data.

  2. 8.3.  Except as expressly set out in these terms and subject only to clause 12.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, shall apply to the App (including any Limna Content). In particular, Limna does not warrant that the operation of the App shall be uninterrupted, contaminant-free or error-free, or that they shall meet the Gallery's requirements.

  3. 8.4.  The Gallery agrees that it is solely responsible for its selection of the App and for all use it makes of them, and all reliance it chooses to place on the App and any Limna Content. The Gallery acknowledges and agrees that the App and Limna Content are intended for general informational use and guidance purposes only, do not amount to professional advice on any particular matter and

should not be relied upon in isolation in making any decision. In all cases, the Gallery should exercise its own professional skill, discretion and judgement.

9. Third party interactions

The Gallery and/or Authorised Users may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or other third parties showing their goods and/or services through the App. Any such activity (and any terms, conditions, warranties or representations associated with such activity), is solely between the Gallery and/or the relevant Authorised User (as the case may be) and the applicable third party. Limna and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between the Gallery and/or the relevant Authorised User (as the case may be) and any such third party. Limna does not endorse any third party or any sites on the Internet that are linked through the App. Limna provides links and access to third parties only as a matter of convenience, and in no event shall Limna or its licensors be responsible for any advice, content, products, or other materials on or available from such companies or sites.

10. Third party platform providers and application stores

10.1. Apple, Inc. ("Apple") oblige Limna to include certain additional provisions in these terms if the App is

downloaded from Apple's App Store. These provisions come from Apple, not Limna:

    (a)  the Gallery's licence to use the App is limited to a non-transferable licence to use the App on an Apple-branded device owned or controlled by the Gallery and as permitted by Apple’s usage rules published in its App Media Services Terms and Conditions;

  1. (b)  the Gallery (and the Authorised User) acknowledges and agrees that:

    1. (i)  these terms are between Limna and the Gallery, and not with Apple. Apple is not responsible for the App and/or its content;

    2. (ii)  Apple has no obligation at all to provide any support or maintenance services in relation to the App. If the Gallery has any maintenance or support questions in relation to the App, please contact Limna, not Apple;

    3. (iii)  Limna, not Apple, is responsible for responsible for addressing any claims of the Gallery or any third party relating to the App or the Gallery's possession and/or use of the App, including (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection, privacy or similar legislation;

    4. (iv)  in the event of any failure of the App to conform to any applicable warranty, the Gallery may notify Apple, and Apple may refund the purchase price of the Subscription to the Gallery;

    5. (v)  to the maximum extent permitted by applicable law, Apple shall have no other warranty obligations whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs and expenses attributable to any failure to conform to any warranty shall be Limna's sole responsibility and Limna is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed;

  1. (vi)  in the event of any claim by a third party that the Gallery's possession or use (in accordance with these terms) of the App infringes any intellectual property rights, Limna, not Apple, shall be solely responsible for the investigation, defence, settlement and discharge or any such intellectual property infringement claim; and

  2. (vii)  although these terms are entered into between Limna and the Gallery (and not Apple), Apple and its subsidiaries are third party beneficiaries of these terms and, upon the Gallery's acceptance of these terms, Apple (and shall be deemed to have accepted the right) to enforce these terms against the Gallery as a third party beneficiary thereof;

(c) the Gallery (and the Authorised User) represents and warrants that:

  1. (i)  it is not, and shall not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a "terrorist supporting" country; and

  2. (ii)  it is not listed on any United States Government list of prohibited or restricted parties; and

(d) the Gallery (and the Authorised User) must comply with any applicable third party terms of agreement when using the App, such as a mobile phone provider's data usage agreement.

10.2. Third party application stores are operated by the relevant third party platform providers and/or their affiliates. The Gallery must comply with all applicable terms of service, rules and policies applying to any third party application store from which the Gallery downloads the App. Limna is not responsible for these stores or (with the exception of the App) for anything provided by them and does not guarantee that they shall be continuously available.

11. Indemnities

11.1. The Gallery shall indemnify and hold harmless Limna against all losses, liabilities, demands, claims, judgments, awards, damages, amounts payable in settlement, costs and expenses (including all legal and other professional fees, expenses and disbursements) that Limna incurs or suffers however arising as a result of or in connection with:

  1. (a)  any Gallery Content or Limna's receipt, possession and/or use, in accordance with these terms, of any Gallery Content; and/or

  2. (b)  any claim by a third party as a result of the Gallery's use of the App.

12. Exclusions and limitations

12.1. Nothing in these terms limits or excludes either party's liability:

  1. (a)  for death or personal injury caused by its negligence;

  2. (b)  for fraudulent misrepresentation or for any other fraudulent act or omission;

  3. (c)  to pay sums properly due and owing to the other in the normal course of performance of these terms; or

  4. (d)  for any other liability which may not lawfully be excluded or limited.

  1. 12.2.  Subject to clause 12.1, Limna shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:

    1. (a)  loss of profit;

    2. (b)  loss of sales, turnover, revenue or business;

    3. (c)  loss of customers, contracts or opportunity;

    4. (d)  loss of or damage to reputation or goodwill;

    5. (e)  loss of anticipated savings;

    6. (f)  loss of any software or data;

    7. (g)  loss of use of hardware, software or data;

    8. (h)  loss or waste of management or other staff time; or

    9. (i)  indirect, consequential or special loss; arising out of or relating to these terms.

  2. 12.3.  Subject to clause 12.1, Limna shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of:

    1. (a)  the use of the App except for its normal intended purpose;

    2. (b)  any adaptation or modification of the App, or integration or combination with any other equipment, software, product or material not supplied by Limna;

    3. (c)  any Gallery Content; or

    4. (d)  the continued use of a version or release of the App after Limna has made an alternative version or release of the App available to the Gallery.

  3. 12.4.  Subject to clauses 12.1, 12.2 and 12.3, Limna's total liability arising out of or relating to these terms or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in aggregate, to the total of all amounts payable (whether or not yet paid) by the Gallery under these terms.

  4. 12.5.  Limna shall not be liable to the Gallery for any failure or delay in performing its obligations under these terms which arises because of any circumstances which it cannot reasonably be expected to control.

13. Data protection

13.1. Each party shall, at all times during the term of these terms, comply with the Data Protection Legislation. Use of personal information submitted to or via the App is governed by Limna's Privacy Policy.

14. Term and termination

14.1. These terms shall commence on the Effective Date and shall continue for the Term.

  1. 14.2.  Either party may terminate the Subscription or these terms by giving the other written notice if:

    1. (a)  the other materially breaches any term of these terms and it is not possible to remedy that breach;

    2. (b)  the other materially breaches any term of these terms and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so;

    3. (c)  (where such termination is permitted by law) the other becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), applies to court for, or obtains a moratorium under Part A1 of the Insolvency Act 1986, or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

  2. 14.3.  Without prejudice to clause 14.1, Limna may, in addition, and without liability, terminate these terms, or alternatively, may suspend access to and use of any Subscription or App, by giving the Gallery notice if:

    1. (a)  any amount is outstanding beyond the due date for payment;

    2. (b)  any provision of clause 5, or clause 7.2, is breached; and/or

    3. (c)  the Gallery is in persistent or repeated breach of any of its obligations under these terms (whether or not it is the same obligation that is breached and whether or not such breaches are remedied).

  3. 14.4.  The Gallery may terminate the Subscription for any reason by notifying Limna, and such termination shall take effect at the end of the Subscription Period or the relevant Subsequent Subscription Period.

15. Consequences of termination

  1. 15.1.  Upon termination of these terms or the Subscription for any reason:

    1. (a)  all rights granted to the Gallery (or the Authorised User) under these terms shall immediately cease, including in respect of the Subscription Functionality;

    2. (b)  the Gallery shall not be due a refund of any amounts already paid; and

    3. (c)  the Gallery shall immediately cease to access, and discontinue all use of, the Subscription.

  2. 15.2.  The termination of these terms or the Subscription for any reason shall not affect:

    1. (a)  any accrued rights or liabilities which either party may have by the time termination takes effect; or

    2. (b)  the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after the termination. Without prejudice to the foregoing, clauses 6.6, 7.2, 7.3, 9, 10, 11, 12, 14.4, 15 and 16 shall survive termination of the Subscription.

16. General

  1. 16.1.  The Gallery may not sub-license or assign, sub-contract or delegate any or all of its rights or obligations under these terms without the prior written consent of Limna.

  2. 16.2.  All notices and consents relating to these terms (but excluding any proceedings or other documents in any legal action) must be in writing. Notices must be sent to the address notified by the relevant party in accordance with these terms. Notices shall be sent by hand, by first class recorded delivery or registered post or other form of certified or registered mail (and sent by air mail if posted to or from a place outside the United Kingdom), or by email and shall be treated as having been delivered:

    1. (a)  if sent by hand, when delivered;

    2. (b)  if sent by email, at the time at which the email was sent (provided that, if the email was sent outside the hours of 9 am to 5 pm or on a day that is not a Business Day, the email shall be treated as having been delivered at 9 am on the next Business Day; and

    3. (c)  if sent by certified or registered mail, two days after the date of posting (or, if sent by air mail, seven days after the date of posting).

  3. 16.3.  Unless the parties expressly agree otherwise in writing, if a party:

    1. (a)  fails to exercise or delays exercising or only exercises partially any right or remedy provided under these terms or by law; or

    2. (b)  agrees not to exercise or to delay exercising any right or remedy provided under these terms or by law;

    then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.

  4. 16.4.  If any provision of these terms is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of these terms or these terms as a whole. If any provision of these terms is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.

  5. 16.5.  Limna reserves the right to change these terms from time to time by notifying the Gallery (with the updated terms being displayed on-screen or with a link to the updated terms) when the Gallery next starts the App. If the Gallery does not agree to the updated terms, it should cease use of the App.

  6. 16.6.  Except to the extent that these terms expressly provide otherwise, nothing in these terms shall or are intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party. Neither party may act as if it were, or represent (expressly or by implying it) that it is, an agent of the other or has such authority.

  7. 16.7.  A person who is not a party to these terms shall not have any rights under or in connection with them, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

  8. 16.8.  These terms sets out all of the terms that have been agreed between the parties in relation to the subjects covered by them, and supersedes all previous agreements between the parties relating to such subjects. Provided always that nothing in this clause 16.8 shall operate to limit or exclude any liability

for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of these terms and each party acknowledges that it has not been influenced to enter these terms by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in these terms.

16.9. These terms are governed by English law. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these terms or their subject matter, but Limna is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.