> For the complete documentation index, see [llms.txt](https://docs.txrelay.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.txrelay.com/reference/terms-of-service.md).

# Terms of Service

These Terms of Service (these “**Terms**”) apply to and regulate your use of: (i) the website located at [www.txrelay.com](http://www.txrelay.com), together with its subdomains (the “Site”); and (ii) any further websites that link to these Terms (collectively with the Site, the “**Website**”), in each case where operated by, or for, TxRelay (“**TxRelay**”, the “**Company**”, “**we**”, “**us**” or “**our**”). References to the “Services” mean, collectively, the Company’s services, including the Website and any content, tools, software, documentation, features and functionality that the Company provides on or through the Website or through third-party sites and services.

Your use of the Services confirms that you have read, understood and accepted these Terms, together with all other applicable rules and policies, and that you agree to be bound by them absolutely. Should you not agree to these Terms, your sole remedy is to refrain from using the Services. Continued access to the Services is treated as your ongoing, active consent to these Terms.

In these Terms, “you” and “your” refer to you as a user of the Services. Where you use the Services for or on behalf of a company or other entity, “you” means both you personally and that entity, and you represent and warrant that: (a) you are authorised to act for, and to bind, that entity to these Terms; and (b) you accept these Terms both on that entity’s behalf and in your own individual capacity.

**THESE TERMS INCLUDE, AT SECTION 9, A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER. BY ACCEPTING THESE TERMS YOU AGREE: (A) THAT ALL DISPUTES CONCERNING THE COMPANY’S SERVICES AND/OR PRODUCTS WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND YOU THEREFORE GIVE UP ANY RIGHT TO HAVE SUCH DISPUTES DECIDED BY A JUDGE OR JURY; AND (B) THAT YOU WAIVE ANY RIGHT TO TAKE PART IN CLASS ACTIONS, CLASS ARBITRATIONS OR REPRESENTATIVE ACTIONS, AS DESCRIBED BELOW.**

### 1. Who May Use the Services

**1.1 Eligibility.** You may use the Services only if you are at least 18 years old and are not a Prohibited Person. For these purposes, a “Prohibited Person” is any individual or entity that:

* appears on (i) any list of prohibited or restricted parties maintained by the U.S. Government, including the U.S. Treasury’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List; (ii) the EU’s consolidated list of persons, groups and entities subject to financial sanctions; (iii) the UK Consolidated List of Financial Sanctions Targets; or (iv) any sanctions list maintained by any jurisdiction;
* is located in, or organised under the laws of, any country subject to a U.S. embargo, or any country designated by the U.S. Government as “terrorist supporting”;
* is resident in, or organised under the laws of, any of the following (the “Prohibited Jurisdictions”): the People’s Republic of China, the United Kingdom, the United States, Singapore, or Canada;
* is otherwise a party with whom the Company is prohibited from dealing under the laws of the U.S., the EU (or any Member State), the UK, or any other applicable jurisdiction; or
* is owned or controlled by any person or entity described in (a) to (d) above.

**1.2 Enforcement measures.** The Company may deploy certain tools, including IP-based geofencing and the detection or blocking of virtual private networks (“**VPN blocking**”), to give effect to the restrictions above. By using the Services and/or the App, you represent that you are not a Prohibited Person and that you are not accessing the Services from a Prohibited Jurisdiction through a virtual private network. Such measures may be additional to any measures TxRelay applies directly.

**1.3 Your responsibility for compliance.** You are solely responsible for complying with all laws applicable in the jurisdiction in which you reside, are located, or from which you access the Services. By using the Services, you represent and warrant that you satisfy these requirements and that you will not use the Services for any unlawful activity or to carry out any of the activities prohibited in Section 3.4.

### 2. Non-Custodial Service; No Fiduciary Duties

The Website enables users to connect self-custody wallets. At no time does the Company or the Website host, maintain or manage any such wallet. By accessing and using the Website, you acknowledge and agree that: (i) any interaction with your self-custody wallet is solely between you and the relevant third-party wallet provider; (ii) your use of any self-custody wallet is governed by the terms and conditions of that third-party provider; (iii) neither the Company nor the Website is responsible for any act or omission of the wallet provider, including any delay, error or loss relating to wallet connectivity or signature-approval mechanisms; and (iv) any action you take through your wallet (such as approving a transaction) is final and irreversible.

These Terms are not intended to create, and do not create, any fiduciary duty on our part. To the fullest extent permitted by applicable law, you acknowledge and agree that we owe no fiduciary duty or liability to you or to any other person, and any such duty or liability that might otherwise arise at law or in equity is expressly disclaimed and waived. You further agree that our sole duties and obligations are those expressly set out in these Terms.

You are responsible for your dealings with other users on, through or in connection with the Services. Although we may monitor interactions between users, we are not obliged to, and you acknowledge and agree that we are not liable for your interactions with other users or for any user’s acts or omissions. If a dispute arises between you and one or more users, you release the Company Persons (as defined below) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or connected with that dispute. In giving this release, you expressly waive any protection (statutory or otherwise) that would otherwise confine it to claims you know or suspect to exist in your favour at the time of agreeing to it.

### 3. Your Rights

**3.1 The TxRelay.** The “TxRelay” is a means of replicating native digital assets from certain blockchains onto the TxFlow L1. The Website is one method of accessing the TxRelay, but is not the only one. You acknowledge and agree that we make no representations or warranties in respect of the TxRelay. Certain components of the TxRelay may be released under an open-source or source-available licence, and nothing in these Terms overrides or supersedes the terms of any such licence. Notwithstanding anything to the contrary in these Terms, you agree that Section 6 and 7 applies, *mutatis mutandis*, to your use of the TxRelay.

**3.2 Documentation.** The Services may show, contain or make available documentation, statistics, research, blog posts, images, videos, commentary and other descriptions or materials relating to the TxRelay and the TxRelay community (together, “Documentation”). The Documentation may include summaries of digital-asset balances held by connected wallets; any such balances are provided for information only and must not be taken to mean that the TxRelay or the Company holds those digital assets for you, those assets are held by you, in your own digital-asset wallet. The Documentation forms part of the Services.

**3.3 Licence to use the Services.** We grant you a limited, revocable, non-transferable and non-sublicensable right and licence to access and use the Services for your own personal or internal use only, provided that you comply with these Terms in all such use. Where any software, content or other materials that we own or control (such as the Documentation) are distributed or made available to you as part of the Services, we grant you a personal, non-assignable, non-sublicensable, non-transferable and non-exclusive right and licence to download, access and display that software, content and those materials, in each case solely to enable you to use the Services as permitted under these Terms. Your access to and use of the Services may be interrupted at any time, for any reason or for no reason, including as a result of equipment malfunction, periodic updates, maintenance or repair of the Services, or any other action the Company, in its sole discretion, chooses to take. You agree that we have no liability to you arising from or relating to any inability to access the Services.

**3.4 Restrictions on your use of the Services.** In connection with your use of the Services, you shall not do any of the following, unless applicable law or regulation prohibits the restriction or you have our written permission:

* attempt to gain unauthorised access to, or to interfere with, damage or disrupt, the Services or the computer systems or networks connected to them;
* introduce into our systems any virus, trojan horse, worm, logic bomb or other malicious or technologically harmful material;
* use automation software (bots), hacks, modifications (mods) or any other unauthorised third-party software designed to access, use or modify the Services;
* use any robot, spider, crawler or other automatic device, process, software or query that intercepts, “mines”, scrapes or otherwise accesses the Services in order to monitor, extract, copy or collect information or data from them, or undertake any manual process to the same effect;
* circumvent, remove, alter, deactivate, degrade or defeat any technological measure or content protection of the Services, or of any computer system, wallet, account, protocol or network connected to them;
* access or use the Services in any way that could disable, overburden, damage, disrupt or impair them, or interfere with any other party’s access or use, or use any device, software or routine that does so;
* modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on or obtained through the Services, other than temporary files automatically cached by your browser for display, or as otherwise expressly permitted by these Terms;
* use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image or other proprietary notice shown on or through the Services;
* impersonate any other person or entity when using the Services, including by falsely stating, implying or otherwise misrepresenting an affiliation with any person or entity;
* breach any applicable law or regulation in connection with your access to or use of the Services; or
* access or use the Services in any manner not expressly permitted by these Terms.

### 4. Ownership and Content

The Services, including any text, graphics, images, logos, proprietary content, information and other materials, are protected by copyright, trademark and other intellectual-property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including all intellectual-property rights in them), and you agree not to act inconsistently with those ownership interests. We reserve all rights in and to the Services and their content. You acknowledge and expressly agree that providing feedback, bug reports, comments or suggestions for improving the Services, in any forum (“**Feedback**”), gives you no right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company.

### 5. Third-Party Services and Materials

**5.1 Third-party services and materials.** The Services may display, include, link to or otherwise make available services, content, data, information, applications or materials from third parties, or provide links to certain third-party websites (“**Third-Party Services and Materials**”). All Third-Party Services and Materials are made available purely for your convenience, and the Company does not endorse any of them. You agree that your access to and use of any Third-Party Services and Materials is governed solely by the applicable terms and conditions of those third parties. The Company is not responsible or liable for, and makes no representations as to, any aspect of Third-Party Services and Materials, including their content or the way they handle, protect, manage or process data, or any interaction between you and the relevant provider. The Company is under no obligation to examine or evaluate the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Services and Materials or websites.

**5.2 Waiver.** You irrevocably waive any claim against the Company in respect of Third-Party Services and Materials. We are not liable for any damage or loss caused, or alleged to be caused, by or in connection with your enabling, accessing or using any Third-Party Services and Materials, or your reliance on their privacy practices, data-security processes or other policies. Third-Party Services and Materials, and links to other websites, are provided solely as a convenience to you and we are not liable for any damage or loss caused by the Third Party Services and Materials.

### 6. Disclaimers

**6.1 You agree that**:

* Your access to and use of the Services (including any Documentation) and, separately, the TxRelay, is entirely at your own risk, and the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, and to the maximum extent permitted by applicable law, the Company, its subsidiaries, affiliates and related companies, its and their service providers, and its and their officers, directors, supervisors, consultants, advisors, agents, representatives, partners and licensors (together, the “**Company Persons**”) **DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES AS TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES AND THE TXRELAY FOR ANY PURPOSE, OR AS TO ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING, OR THE ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT**. The Company Persons make no warranty or representation, and disclaim all responsibility and liability, for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services (including any Documentation) and the TxRelay; (ii) any harm to your computer system, loss of data, or other harm arising from your access to or use of the Services or the TxRelay; (iii) operation of, or compatibility with, any other application, system or device; (iv) whether the Services or the TxRelay will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (v) whether the Services or the TxRelay will protect your assets from theft, hacking, cyber-attack or other loss caused by third-party conduct. Nothing in the Services constitutes, or is intended to constitute, financial, legal or other professional advice of any kind; if you require such advice you should consult an appropriate professional. No advice or information, oral or written, obtained from the Company Persons or through the Services creates any warranty or representation not expressly made in these Terms.
* **THE LAWS OF SOME JURISDICTIONS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OF THE KIND SET OUT IN SECTION 7 IF THOSE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.**

**6.2 Acknowledgement and assumption of risk.** By using the Services or the TxRelay, you represent that you have sufficient knowledge and experience in the relevant business and financial matters, including a sufficient understanding of blockchain technologies, cryptocurrencies and other digital assets, storage mechanisms and blockchain-based software systems, to assess and evaluate the risks and benefits of the Services, and that you will bear those risks, including the loss of all amounts paid or stored and the risk that cryptocurrencies and other digital assets may have little or no value. You further acknowledge and agree that:

* there are risks in purchasing, holding and using cryptocurrency and blockchain technology, including (without limitation): loss of access to digital assets through slashing; loss of private key(s); custodial, purchaser or user error; mining, staking or blockchain-related attacks; hacking and security weaknesses; adverse regulatory intervention in one or more jurisdictions; token taxation; disclosure of personal information; uninsured losses; volatility; and other unanticipated risks;
* vulnerabilities in the programming or design of the TxRelay, or other vulnerabilities arising from hacking or security incidents, can adversely affect digital assets, including significant volatility and risk of loss;
* there are inherent risks in using or interacting with public blockchains and blockchain technology, with no guarantee that such technology will be available or free from error, hacking or other security risk, and blockchain protocols may change suddenly (including through forks); it is your responsibility to keep yourself informed of upcoming operating changes;
* smart contracts execute automatically once their conditions are met, and we cannot reverse a transaction recorded on a public blockchain; you are responsible for ensuring that any details you enter for a smart-contract transaction are accurate and complete, and, because such contracts generally cannot be stopped or reversed, vulnerabilities in them can adversely affect digital assets, including significant volatility and risk of loss;
* markets for digital assets are highly volatile owing to factors including adoption, speculation, technology, security and regulation; the cost and speed of transacting on blockchain systems are variable and may rise sharply at any time; and your digital assets may lose some or all of their value;
* anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and you accept the risk that you may mistakenly trade such tokens; we are not responsible for these variables or risks and are not liable for any resulting losses, and you assume full responsibility for the risks of accessing and using the Website;
* your access to and use of the Website may be interrupted at any time, for any reason or none, including for equipment malfunction, periodic updates, maintenance or repair, or any other action the Company chooses to take, and we have no liability arising from any inability to access or use the Website;
* the TxRelay never takes possession, custody or control of user assets, and does not route trades or execute transactions on users’ behalf;
* use of the Website is at your own risk, and TxRelay is not liable for any loss, damage or claim arising from failed transactions, network issues, or smart-contract vulnerabilities associated with cross-chain swaps;
* information on the Website is for information only and does not constitute financial, investment or trading advice from TxRelay, nor an endorsement or recommendation of any particular digital asset or protocol;
* the content of the Website is not an offer or solicitation to buy or sell any investment, security, partnership interest, commodity or other financial instrument, and may not be used for any offer or solicitation in any jurisdiction where it is not authorised or permitted, or to any person to whom it would be unlawful;
* the presentation of information implies no association with, or endorsement of, any third party, even where certain Website functionality requires third-party products or services;
* you are solely responsible for verifying the accuracy and suitability of any transaction you initiate through the Company, and you agree to conduct your own research and consult qualified professionals before using the Services;
* the Services are inherently risky and you assume full responsibility for the associated risks, including smart-contract exploits or vulnerabilities, front-running, blockchain forks or reorganisations, validator failures, and other chain-specific issues;
* you will comply with all applicable laws, regulations and other legal requirements in your jurisdiction as they apply to the Website; and
* TxRelay is not responsible for the fulfilment of any purchase or sale of digital assets, or for information security, exchange rates, routing, interest rates, fees, percentage yield, insurance, collateralisation, or any other programmatic, algorithmic or discretionary method of any third-party protocol or market participant whose services are made available through the Services.

### 7. Limitation of liability

**7.1 Limitation of liability.** TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT: (i) IN NO EVENT WILL THE COMPANY PERSONS BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING FOR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE IN CONNECTION WITH THE SERVICES OR THESE TERMS, AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), EVEN IF THE COMPANY PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY A THIRD PARTY OR OTHERWISE; AND (ii) IF THE COMPANY PERSONS ARE NONETHELESS FOUND LIABLE TO YOU, THAT LIABILITY WILL NOT EXCEED THE GREATER OF (1) ONE HUNDRED U.S. DOLLARS (US$100.00) AND (2) THE AMOUNT YOU PAID THE COMPANY PERSONS, IF ANY, IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY EVEN IF THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

**7.2 Indemnification.** By entering into these Terms and accessing or using the Services or the TxRelay, you agree to indemnify and hold harmless the Company Persons, and (at the Company’s election) to defend them, from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) that the Company Persons incur arising out of or in connection with: (a) your breach of any term of these Terms or of any applicable law or regulation; (b) your violation of any third party’s rights; (c) your use or misuse of the Services or the TxRelay; or (d) your dishonesty, negligence, fraud or wilful misconduct. Where you are required to indemnify any Company Person, the Company (or, at its discretion, the relevant Company Persons) has the sole right to control any action or proceeding and to decide whether and on what terms to settle, and you agree to cooperate fully in the defence or settlement of the claim

**7.3 Third-party beneficiaries.** You and the Company agree that the Company Persons (other than the Company) are the only third-party beneficiaries of these Terms, including under Sections 3.5, 6, 7 and 9.

### 8. Fees and Taxes

TxRelay reserves the right to collect any applicable fees, including fees for routing, positive slippage, gas costs, network fees, the display of third-party decentralized-finance protocols, and transaction fees. Any fees shown on the Website are estimates only and may change at any time, for any reason and without notice. You are solely responsible for determining whether, and to what extent, any taxes apply to any transaction carried out via the Website, and for withholding, collecting, reporting and remitting the correct amount of tax to the appropriate tax authorities.

### 9. Arbitration and Class Action Waiver

**9.1 PLEASE READ THIS SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT SETS OUT PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.**

**9.2 Informal resolution first.** You and the Company agree that, if any dispute arises between you and the Company Persons, each party will first contact the other and make a sustained good-faith effort to resolve the dispute before resorting to more formal means (including any court action), after first allowing the receiving party 30 days to respond. You and the Company agree that this process is a condition precedent that must be satisfied before either party commences arbitration against the other. Nothing in this clause prevents a party from seeking interim or provisional relief where reasonably necessary.

**9.3 Agreement to arbitrate.** You acknowledge and agree that any dispute, controversy, difference or claim, including as to the existence, validity, interpretation, performance, breach or termination of these Terms or the Services, and any dispute arising out of or relating to these Terms or the Services, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“**SIAC**”) under the SIAC Arbitration Rules in force when the Notice of Arbitration is submitted.

**9.4 Arbitral procedure.** You agree that the seat of arbitration shall be Singapore. There shall be three (3) arbitrators: TxRelay shall appoint one (1) and you shall appoint one (1), and the third shall be appointed by the Chairman of the SIAC. The arbitrators may be freely selected, and the parties are not restricted to any prescribed list. The proceedings shall be conducted in English.

**9.5 Class action and representative claim waiver.** You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, AND EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM.

### 10. Additional Provisions

**10.1 Changes to these Terms.** We may amend these Terms from time to time, in which case we will update the “Last Revised” date at the top. Where changes are material, we will use reasonable efforts to notify you, for example by posting a notice on the Website; however, it is your sole responsibility to review these Terms periodically for changes. Updated Terms take effect when posted, or on any later date specified in them. Your continued access to or use of the Services after the changes take effect constitutes your acceptance of the amended Terms. No amendment applies to a dispute for which arbitration was initiated before the change took effect.

**10.2 Suspension and termination.** If you breach any provision of these Terms, all licences granted by the Company terminate automatically. In addition, the Company may, in its sole discretion and with or without notice, suspend or terminate your access to or use of any of the Services, for any reason or none, including: (i) where we believe, in our sole discretion, that you have engaged in any activity prohibited under Section 3.4; (ii) where you provide incomplete, incorrect or false information; (iii) where you have breached any part of these Terms; and/or (iv) where we consider it necessary to comply with these Terms, any of our policies, procedures or practices, or any law, rule or regulation. All provisions that by their nature should survive termination will continue in full force notwithstanding any termination by the Company or you. Termination does not limit any of the Company’s other rights or remedies at law or in equity.

**10.3 Injunctive relief.** You agree that a breach of these Terms would cause the Company irreparable harm for which monetary damages would be an inadequate remedy, and that the Company is entitled to equitable relief, in addition to any other remedies available to it under these Terms or at law, without bond, other security or proof of damages.

**10.4 Force majeure.** We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in performing our obligations under these Terms or in providing the Services, to the extent that failure or delay is caused by events beyond our reasonable control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion; war, invasion, hostilities (whether or not declared), terrorist threats or acts, riot or other civil unrest; cyberattacks, hackings, protocol-level disruptions, chain-level failures, governance attacks; government order, law or action; embargoes or blockades; strikes, labour stoppages, slowdowns or other industrial disturbances; shortage of adequate or suitable internet connectivity; telecommunications breakdown; shortage of adequate power or electricity; and other similar events beyond our control.

**10.5 Miscellaneous.** If any provision of these Terms is unlawful, void or for any reason unenforceable, it shall be severable from these Terms and shall not affect the validity and enforceability of the remaining provisions. These Terms and the licences granted under them may be assigned by the Company but may not be assigned by you without the Company’s prior express written consent. No waiver by either party of any breach or default is a waiver of any preceding or subsequent breach or default. Section headings are for reference only and have no legal effect.

**10.6 Governing law and jurisdiction.** Unless otherwise expressly stated, these Terms are governed by the laws of England and Wales, without regard to conflict-of-law principles.

**10.7 Entire agreement.** These Terms set out the entire understanding and agreement in respect of their subject matter, and supersede all prior discussions, agreements and understandings of every kind and nature between you and the Company (including any earlier versions of these Terms).