TERMS AND CONDITIONS FOR USE OF THE LALALAND PLATFORM

These Terms and Conditions (capitalized terms have the meaning as set out in Article 1 hereinafter) form an integral part of the Agreement between the Customer and Lalaland for use of the Platform.

By clicking the “Create account” button in the application process, you agree to be bound by these Terms and Conditions. Please click here to download and print a copy of these Terms and Conditions.

1. DEFINITIONS AND INTERPRETATION

1. For the purpose of these Terms and Conditions and all related documents, the capitalized terms as defined below shall have the following meanings:

Account the personal account(s) associated with the Platform, which enables Users to access and use the Platform. The Customer gains access to at least 1 (one) administrator Account to control the details of the Agreement, the use of the Platform and to assign and manage Users.

Additional Support the additional support made available to Customers with a certain Subscription Plan level by providing an answer within 8 (eight) hours on workdays in the CET timezone and by providing access to a dedicated account manager.

Agreement the agreement between the Parties pursuant to which the Customer and its Users are entitled to use the Platform, which consist of the Proposal that is confirmed by the Customer by clicking the “Create account” button in the application process, these Terms and Conditions and the Data Processing Agreement, including any additions or amendments thereto.

Article an article of these Terms and Conditions.

Basic Support the support made available to the Customer by providing access to specific online user guides, knowledge bases, and self-help tools regarding the use of the Platform and by providing 24 (twenty four) hour support via email. A first response will be received within 48 (forty eight) hours of receipt of an email on workdays in CET timezone.

Confidential Information the Agreement, all information in Accounts, Content and any information that is clearly identified in writing at the time of disclosure as confidential or that should be reasonably understood to be confidential by the receiving Party given the nature of the information and the circumstances of its disclosure.

Content any content, data and information uploaded or entered on the Platform by or on behalf of Customer or Users (e.g. registration information, information concerning Users, Garments and any similar data);

Customer the entity that entered into the Agreement with Lalaland, as ascribed in the Agreement.

Data Processing Agreement the data processing agreement between the Parties for the processing of Personal Data by Lalaland (as the ‘processor’) and the Customer (as the ‘controller’) as required for the proper execution of the Agreement.

Deliverables the output images generated through the use of the Platform by Customer.

Effective Date the effective date of the Agreement as set forth in the Agreement.

Force Majeure any event or condition beyond the reasonable control of either Party which prevents, in whole or in material part, the performance by 1 (one) of the Parties of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make such performance commercially unreasonable. Without limiting the foregoing, the following shall constitute events or conditions of force majeure: acts of governmental action, riots, disturbance, war, strikes, lockouts, slowdowns, prolonged shortage of energy or other supplies, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion, or any refusal or failure of any governmental authority to grant any export licence legally required.

Garments files that are created in 3D design software and rendered on Lalaland avatars and delivered to the customer on the platform.

Intellectual Property Rights all copyrights, neighbouring rights, database rights, patent rights, trademark rights, trade name rights, design rights, portrait rights, trade secret rights, rights in domain names, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, related dependent or ancillary rights and priority or goodwill rights and all similar or equivalent rights or forms of protection in any part of the world.

Lalaland Lalaland B.V., having its registered office at Schoolstraat 2F, 1054 KD, Amsterdam, The Netherlands registered with the Chamber of Commerce under number 76515419. Lalaland offers companies that design fashion in 3D the tools to visualise their 3D designs on synthetic avatars.

Parties the Customer and Lalaland together.

Party the Customer or Lalaland individually.

Personal Data any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Platform the platform that is accessible through Lalaland’s current or future (mobile) application(s) or website(s) and underlying pages and that provides Users with access to Lalaland's online 'software as a service’ (SaaS) solution.

Privacy Policy the privacy policy of Lalaland, which can be read and downloaded here.

Proposal Lalaland's written proposal to the Customer regarding the Agreement. All Proposals are subject to these Terms and Conditions.

Renewal Term any renewal term of the Agreement, as further defined in Article 15.1.

Subscription Fees the applicable fees to be paid by the Customer to Lalaland for the use of the Platform, as described in the Agreement.

Subscription Plan the specific subscription plan the Customer is entitled to during the term of the Agreement, as set out in the Agreement or otherwise agreed in writing between the Parties.

Terms and Conditions the underlying terms and conditions for use of the Lalaland Platform.

Third Party Software any software, including software code and/or components of such software that a Lalaland partner may bundle with the Platform and which is not developed or owned by Lalaland.

User an employee of the Customer or other person authorized by the Customer's administrator account to access and use the Platform on behalf of the Customer.

2. Written. In these Terms and Conditions the term ‘in writing’ includes by post, e-mail, online, clicking a "submit" or similar button or any other electronic communication device customary in the market.

3. Interpretation. Terms and expressions of law and of legal concepts as used in these Terms and Conditions have the meaning attributed to them under the laws of the Netherlands and should be read and interpreted accordingly.

2. APPLICABILITY

2.1 These Terms and Conditions apply to the Agreement and the use of the Platform by the Customer and its Users.

2.2 Any general (purchase) conditions of the Customer, are hereby expressly rejected.

2.3 In the event of inconsistencies between the content of these Terms and Conditions and a Proposal that is confirmed by both Parties in writing, the provisions of the confirmed Proposal shall prevail.

2.4 The Customer cannot derive any rights from oral commitments of Lalaland, unless and to the extent those are confirmed in writing by Lalaland.

3. PROPOSALS, AGREEMENTS AND NOTIFICATIONS

3.1 All Proposals are non-binding and, unless otherwise declared by Lalaland in writing, valid for a period of [30 (thirty) days] after the date thereof.

3.2 The Agreement is established at the moment the Customer confirmed the Proposal in writing. Lalaland reserves the right to withdraw of modify its Proposal without any liability to the Customer as long as the Customer has not confirmed the Proposal in writing.

3.3 All notifications relating to the Agreement shall be made in writing.

4. RIGHT OF USE AND LIMITATIONS

4.1 Subject to the Customer’s compliance with the terms of the Agreement and for the term of the Agreement, Lalaland grants the Customer the non-transferable, non-exclusive right to (i) permit Users to access and use the Platform; and (ii) to use the Deliverables.

4.2 The right as set out in Article 4.1 is granted to the Customer provided that (i) unless otherwise agreed between the Parties in writing, the use of the Platform by the Customer does not include use by third parties other than Users; (ii) the Customer may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource or otherwise commercially exploit or make the Platform available to any third party, except as expressly agreed in writing between the Parties; (iii) the Deliverables are used to the extent necessary for the Customer’s business; (iv) unless otherwise agreed between the Parties in writing, the use of the Deliverables by the Customer does not include use by third parties other than its employees and persons authorized by Customer to use the Deliverable on behalf of the Customer.

4.3 The Customer may not reverse engineer, decompile, modify, disassemble or otherwise attempt to discover or make derivative works of the source code, underlying ideas, underlying user interface techniques or algorithms of the Platform and/or a Deliverable by any means whatsoever, directly or indirectly, or disclose any of the foregoing. Any information supplied by or obtained by the Customer may not be disclosed to any third party or used to create any software as a service or software which is substantially similar to the Platform.

4.4 Customer’s use of the Platform, including but not limited to: the amount of Users and configurations, is subject to the restrictions applicable to the respective Subscription Plan, as set forth in the Agreement.

4.5 Customer can upgrade to a higher level of the Subscription Plan monthly. Downward adjustment of the Subscription Plan is only possible simultaneously upon a new Renewal Term.

4.6 In order to use the Platform to its full potential, Customer shall comply and shall ensure its Users shall comply with the insert requirements of Lalaland. Please click here to download and print a copy of Lalaland’s insert requirements.

4.7 The Platform login details may not be shared with, used by or transferred to any third party without the written consent of Lalaland.

4.8 The Customer’s use of the Platform must not cause undue strain or stress on the Platform through excessive API calls or other non-standard and/or excessive use.

4.9 The Customer is and Users are expressly prohibited from using the Platform for any purpose outside of the intended design and implementation of the Customer’s authorized use of the Platform. Any replication or use of any aspect of the Platform, for any purpose designed or intended to compete with Lalaland’s solutions is strictly prohibited.

4.10 To make the Platform available to the Customer, and subject to the terms and conditions of the Agreement, the Customer hereby grants to Lalaland a non-exclusive right to use, copy, distribute and display Content solely in connection with Lalaland’s operation of the Platform on the Customer’s behalf, and if applicable, for the purpose as set out in Article 13.4.

4.11 Transmission or storage of any Content in violation of any Dutch or local laws is strictly prohibited. Lalaland reserves the right but not the obligation to monitor and edit all Content provided by Users.

5. SUBSCRIPTION FEES AND PAYMENT TERMS

5.1 For the use of the Platform, the Customer shall pay to Lalaland the Subscription Fee(s) as set out in the Agreement or otherwise agreed in writing between the Parties.

5.2 The Subscription Fees will be indexed annually as of January 1st on the basis of the CBS Consumer Price Index (CBS Consumentenprijsindex) as published Centraal Bureau voor de Statistiek (CBS Statline).

5.3 If the Customer’s use of the Platform exceeds the applicable Subscription Plan or otherwise requires the payment of additional fees (per the terms of the Agreement and/or the then current fees as set out on the Platform), the Customer shall be billed for such usage and the Customer agrees to pay the additional fees in the manner provided therein.

5.4 Lalaland reserves the right to change the Subscription Fees or applicable charges and to institute new charges and Subscription Fees at the end of the initial term of the Agreement or then current Renewal Term, upon 30 (thirty) days prior written notice to the Customer.

5.5 Payment will be made by the Customer in accordance with Lalaland’s payment terms and, if applicable, those of any third party payment processor.

5.6 Lalaland may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Lalaland 30 (thirty) days after the date of the invoice.

5.7 The Subscription Fees are payable in advance, irrevocable and non-refundable, except as set forth in the Agreement.

5.8 The Customer agrees to provide Lalaland with complete and accurate billing and contact information. Lalaland will invoice the Customer at the Effective Date and thereafter, on a monthly or annual basis, whichever the Parties had agreed under the Agreement, in advance of the relevant billing period, and all such amounts invoiced will be due within 30 (thirty) days of the Customer’s receipt of such invoice.

5.9 Subscription Plans initiated directly through the Platform will result in an immediate charge to the designated payment method, initiating a monthly subscription cycle. Every 30 (thirty) days, the Subscription Plan will be automatically renewed, with charges applied to the same payment method. Changes to the payment method can be made within the billing settings of the specific Account.

5.10 Payments made via ‘Pay by Link’ option are subject to the processing time of the chosen payment method. In the event of selecting SEPA Direct Debit as the preferred payment method, please be advised that it may take up to 5 (five) business days for the payment to be received by Lalaland. Upon receipt of your payment, the Subscription Plan will be activated. Opting for payment via Credit Card typically accelerates this process, with payments generally being received within 1 (one) business day.

5.11 If the Customer believes that Lalaland has billed the Customer incorrectly, the Customer must contact Lalaland no later than 60 (sixty) days after the closing date on the 1st (first) billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

5.12 Unpaid amounts are subject to an interest charge of 1.5% (one point five percent) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

5.13 All amounts stated in or in relation to the Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to Lalaland.

5.14 Lalaland reserves the right, in its discretion, to suspend the Customer’s access to the Platform and/or the use of Deliverables in the event that any payment is due but unpaid and the Customer has been requested but failed to cure such payment failure.

5.15 The Customer agrees that Lalaland shall not be liable to the Customer nor to any third party for any suspension of the Customer’s access to the Platform and/or use of the Deliverables resulting from Customer’s non-payment of Subscription Fees.

6. THIRD PARTY SOFTWARE

6.1 Lalaland represents and the Customer acknowledges that the Platform may incorporate certain Third Party Software which may be governed by separate intellectual property rights and license provisions, which may be found or identified in the Platform. Those separate provisions are incorporated by reference into the Agreement and the Customer agrees to the terms and conditions of such license. The Customer shall not (attempt to) modify or combine the Platform and/or any Third Party Software in any manner that could cause the Platform to become subject to the terms of any license that applies to Third Party Software. Maintenance and support of Third Party Software is provided by the licensor of such Third Party Software.

6.2 Lalaland uses Third Party Software to facilitate various aspects of its service provisions. This includes, but is not limited to, the processing of payments, the generation of automated notifications and the management of customer support tickets.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Lalaland shall retain all right, title and interest (including all Intellectual Property Rights) in and to the Deliverables, the Platform (including application development, business and technical methodologies, and implementation and business processes, used by Lalaland to develop or provide the use of the Platform), and any and all updates, upgrades, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Except for the limited access and use rights granted pursuant to the Agreement, the Customer does not acquire any interest in the Deliverables and the Platform. The Customer agrees that any suggestions, enhancement requests, feedback, recommendations or other information provided by the Customer or any Users relating to the Platform or a Deliverable may be used by Lalaland without restriction or obligation to the Customer or any Users.

7.2 The Customer shall retain any and all of its Intellectual Property Rights to any Content and is responsible for protecting those rights. Lalaland takes no responsibility and assumes no liability for Content that is uploaded or entered on the Platform by the Customer or its Users. Notwithstanding the foregoing, by using the Platform the Customer grants Lalaland the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Platform in accordance with the arrangements in the Agreement.

8. PLATFORM WARRANTY, MAINTENANCE, UPDATES AND UPGRADES

8.1 Lalaland will use its best endeavours in accordance with applicable industry standards to provide and maintain the Platform in a manner that minimizes errors and interruptions. Lalaland makes no further warranty, unless otherwise agreed in writing. Lalaland further disclaims any warranty that (a) the Platform will meet the requirements of the Customer; (b) the Platform will be continuously available, uninterrupted, timely, secure or error-free; (c) the results to be obtained from the use of the Platform will be effective, accurate or reliable; and/or (d) any errors or defects in the Platform will always be corrected.

8.2 Lalaland will endeavour to correct any faults on the Platform within a reasonable period of time provided that the Customer has provided Lalaland with a detailed written description of the faults in question. Lalaland is entitled to install temporary solutions, workarounds or other restrictions on the Platform that may or may not temporarily circumvent the problem.

8.3 The Customer shall, on the basis of information provided by Lalaland regarding measures to prevent and limit the consequences of failures, defects in the Platform, mutilation or loss of Content or Deliverables or other incidents, identify the risks to its organization and take additional measures if necessary.

8.4 Lalaland may put all or part of the Platform temporarily out of commission for preventive, corrective or adaptive maintenance or other servicing. Lalaland will not prolong the downtime beyond what is necessary and will, if possible, arrange for it to take place outside office hours. Lalaland will, if possible, notify the Customer in writing at least 5 (five) days in advance of planned maintenance which is likely to affect the availability of the Platform.

8.5 Lalaland will only make available to the Customer, at no cost, any updates and/or upgrades to the Platform that Lalaland also makes available to its other members in general, including patches and/or fixes. In the event of an upgrade and/or update Lalaland shall, where possible, give the Customer at least 5 (five) days prior written notice of the application of such upgrade and/or update.

8.6 Lalaland provides the services described in this Article 8 in accordance with the standards of skill and care reasonably expected of a service provider in the industry. However, Lalaland does not warrant that these services will be uninterrupted or error free, nor does Lalaland make any warranty as to the results to be obtained from their use.

9. DELIVERABLES WARRANTY

9.1 Lalaland shall take reasonable efforts to ensure the Deliverables are accessible and usable for Customer on the Platform as soon as rendering is complete. The Deliverables are downloadable in ABC, CBA and BCA formats.

9.2 Lalaland provides the Deliverables as the Customer has rendered them. However, Lalaland does not warrant that the Deliverables will be error free, nor does Lalaland make any warranty as to the results to be obtained from their use. To the maximum extent permitted by law, Lalaland disclaims all warranties express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

10. SUPPORT

10.1 Lalaland offers Basic Support to Customer, meaning that Lalaland provides support by giving the Customer and its Users access to specific online user guides, knowledge bases and self-help resources regarding the use of the Platform. Furthermore, the helpdesk for basic support is available 24 (twenty four) hours a day via support@lalaland.ai. A first response will be received within 48 (forty eight) hours of receipt of an email on workdays in CET timezone.

10.2 For certain Subscription Plan levels Lalaland offers, next to the Basic Support, also Additional Support, meaning that Lalaland provides the Customer additional support by giving the Customer and its Users access to a dedicated account manager who’s available to the user to answer questions. Emails will receive a first answer within 8 (eight) hours on workdays in the CET timezone.

11. CONFIDENTIALITY

11.1 Each Party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by (or on behalf of) the other Party; (b) not to use the Confidential Information of the other Party except to the extent necessary to perform its obligations or exercise rights under the Agreement; (c) to limit the internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (d) to protect the confidentiality of Confidential Information in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Lalaland will restrict its employees’ access to the Customer’s Confidential Information to only those employees necessary in connection with the obligation of Lalaland under the Agreement. Lalaland may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for Lalaland in connection with the performance of the Agreement. Confidential Information shall not include information that: (i) is known publicly; (ii) is generally known in the industry before disclosure; (iii) has become known publicly, without fault of the recipient Party, subsequent to disclosure by the disclosing Party; or (iv) the recipient Party becomes aware of from a third party not bound by non-disclosure obligations to the disclosing Party and with the lawful right to disclose such information to the recipient Party. This Article 11.1 will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The Parties agree to give the other Party prompt notice of the receipt of any subpoena or other similar request for such disclosure.

12. FORCE MAJEURE

12.1 Except for the Customer’s obligation to pay Lalaland, neither Party shall be liable for any failure to perform its obligations under the Agreement if prevented from doing so by an event of Force Majeure.

13. PERSONAL DATA AND SECURITY MEASURES

13.1 The Parties will at all times comply with their legal obligations with respect to the protection of (personal) data.

13.2 Processing of Personal Data by or on behalf of Lalaland of personal data within the framework of the Agreement takes place in accordance with the Privacy Policy and the Data Processing Agreement.

13.3 If the Agreement stipulates that Lalaland is obliged to provide a specific form of information security, this security shall meet the specifications in respect of security agreed between the Parties in writing. However, Lalaland shall not guarantee that the information security will be effective under all circumstances. If the Agreement does not include an explicit description of security measures, the security measures shall be of such a level that, having regard to the state of the art, the sensitivity of the Content and the costs associated with the implementation of the security measures are not unreasonable. More information about the security measures taken by Lalaland is provided in the Privacy Policy.

14. WARRANTIES, DISCLAIMER, LIABILITY AND INDEMNIFICATION

14.1 Lalaland shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimizes errors and interruptions in the Platform. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Lalaland or by third-party providers, or because of other causes beyond Lalaland’s reasonable control, but Lalaland shall use reasonable efforts to provide advance notice in writing in accordance with the provisions ofArticle 8.

14.2 Except as expressly set for in the Agreement, the Platform is provided to the Customer ‘as is’. To the maximum extent permitted by law, Lalaland disclaims all warranties express or implied, including the implied warranties of fitness for a particular purpose. Lalaland makes no commitments about the content within the Platform. Lalaland further disclaims any warranty that (a) the Platform will meet the Customer’s requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Platform will be effective, accurate, or reliable (e.g. the information viewed through the Platform may contain errors or inaccuracies and may not be complete or current); (c) the quality of the Platform will meet the Customer’s expectations; or that (d) any errors or defects in the Platform will be corrected.

14.3 The Customer warrants that the Customer’s business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable laws and regulations, as well as the Agreement, in connection with the use of the Platform and/or the Deliverables by the Customer and its Users, and the Customer agrees to indemnify and hold Lalaland and its subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, licensees, suppliers, other partners, employees and representatives harmless from and against any claim, demand, loss, or damages, including any third party or government claims, and any related costs and expenses (including reasonable attorneys’ fees), arising out of or related to Content, the Customer’s or its Users use of the Platform and/or the Deliverables, or the Customer’s violation of the Agreement.

14.4 To the extend not prohibited by applicable law, in no event shall Lalaland be liable for personal injury or any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to the Customer’s use or inability to use the Platform and/or Deliverable however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Lalaland has been advised of the possibility of such damages. The Customer may use the Platform and Deliverables in conformity with the Agreement at its own discretion and risk. The Customer is solely responsible for any damage to or loss of the Customer’s computer(s) that directly results from the use of the Platform by the Customer or its Users.

15. TERM AND TERMINATION

15.1 The Agreement shall come into force upon the Effective Date and shall continue in effect for a period of 3 (three) months (the Trial Period), unless earlier terminated as provided in these Terms and Conditions. Upon expiration of the Trial Period, the Agreement shall automatically renew with successive renewal terms of either twelve (12) months or 1 (one) month, whichever Parties had agreed under the Agreement (each a Renewal Term), unless earlier terminated as provided in these Terms and Conditions.

15.2 Notwithstanding Article 15.1 , either Party may terminate the Agreement as a result of a material breach of conditions of the Agreement by the other Party, if (a) such Party provides written notification to the other Party of the material breach; and (b) such material breach is not resolved within 30 (thirty) days of notification, or, in the case of a failure to pay Subscription Fees in a timely manner by the Customer, after a 10 (ten) day late payment period.

15.3 The Customer has the right to terminate the Agreement at any time during the Renewal Term, but latest 45 (forty-five) days before the end of the Renewal Term. The termination will be effective at the end of the then current Renewal Term. Termination has to be done via contact with Lalaland support team by sending an email to support@lalaland.ai using the following subject: “I want to cancel my subscription ”.

15.4 In the event of termination of the Agreement for any reason, the Customer’s access and use of the Platform shall cease immediately.

15.5 Contingent upon receipt of all due Subscription Fees and any additional charges (if any), the Customer may, for a period of 30 (thirty) days following termination, arrange for the retrieval/downloading of Content and/or Deliverables by contacting Lalaland.

15.6 All sections of the Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Each Party’s termination rights are in addition to any suspension rights it may have under the Agreement.

16. GENERAL PROVISIONS

16.1 The Customer acknowledges that it has read the Agreement, understands its contents and understands that the Customer is bound by its terms and conditions. The Customer also agrees that the Agreement is the complete and exclusive statement of the agreement between Lalaland and the Customer which supersedes any proposal or prior agreement, whether oral or written, and any other communications between Lalaland and the Customer relating to the subject matter of the Agreement.

16.2 The Agreement and all matters arising out of or in connection with the Agreement shall be interpreted, construed and governed exclusively in accordance with the laws of the Netherlands.

16.3 Lalaland agrees to indemnify and hold Customer and its subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, licensees, suppliers, other partners, employees and representatives harmless from and against any claim, demand, loss, or damages, and any related costs and expenses (including reasonable attorneys’ fees), arising out of a claim of a third party that the Platform and/or the Deliverables infringes such third party’s patent, copyright or trademark or makes unlawful use of its trade secret. If Lalaland reasonably believes that such a claim may bar Customer’s use of the Platform and/or the Deliverables, Lalaland will seek to: (i) obtain the right for Customer to keep using the Platform and/or the Deliverables; or (ii) modify or replace it with a functional equivalent. If these options are not commercially reasonable, Lalaland may terminate Customer’s rights to use the Platform and then refund any advance payments related to the Platform.

16.4 The Agreement will bind and inure to the benefit of both Parties and their respective heirs, personal and legal representatives, affiliates, successors and permitted assigns.

16.5 In the event of a breach or threatened breach of the Agreement by either Party, the other shall have all applicable equitable as well as legal remedies.

16.6 The failure by either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach of the Agreement will not be deemed a waiver by that Party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches.

16.7 Both Parties acknowledge to be duly authorized and empowered to enter into and perform the Agreement.

16.8 If, for any reason, any provision of the Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of the Agreement, and the Agreement shall continue in full force and effect to the fullest extent allowed by law. Both Parties knowingly and expressly consent to the foregoing terms and conditions.

16.9 In case of any disputes arising out of or relating to the Agreement, Lalaland and the Customer shall endeavour to settle such disputes amicably. If Lalaland and the Customer are unable to, the dispute shall be exclusively submitted to the jurisdiction of the competent courts of Amsterdam, location Amsterdam, the Netherlands, provided always that, in case Lalaland is the plaintiff, Lalaland may at its sole discretion submit any such dispute to the competent courts in the venue of the Customer’s registered office or address.