Ozone Ad Partner Terms and Conditions
DEFINITIONS AND INTERPRETATION
The Term Sheet between the Parties incorporates these Ad Partner Terms and Conditions, which together form the Agreement between the Parties.
In addition to the defined terms on the Term Sheet (which shall apply to this Agreement), the following terms shall have the following meanings:
“Ad” means any advertisement provided by a Buyer through the Ad Partner Platform for display on the Ozone Ad Inventory under this Agreement;
“Ad Partner Fee” means as set out in the Term Sheet;
“Ad Partner Platform” means the proprietary platform operated by Ad Partner which facilitates the sale and purchase of digital advertising inventory;
“Ad Partner SLA” means the service level available on Ozone’s website here;
“Ad Partner Stats” has the meaning given to it in clause 4.2;
“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity;
“Bidder” is the technology platform used by a Buyer to purchase Ads (including via the placing of bids for Ozone Ad Inventory);
“Brand” is the company, product or service being promoted by an Ad;
“Business Day” means a day (other than Saturday or Sunday) on which commercial banks in London, England are generally open for normal business;
“Buyer” means an advertiser, agency or other party who purchases or attempts to purchase Ozone Ad Inventory through the Ad Partner Platform;
“Confidential Information” means all confidential information (however recorded or preserved) disclosed or made available by or on behalf of a party to the other party whether on or after the Effective Date in connection with this Agreement, including but not limited to: (a) the existence and terms of this Agreement; (b) any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party or, in the case of Ozone, Ozone’s Affiliates; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party or, in the case of Ozone, Ozone’s Affiliates; and (c) any information developed by the Parties in the course of carrying out this Agreement that would be regarded as confidential by a reasonable business person;
“Deal Transaction” means the purchase of Ozone Ad Inventory by a Buyer via the Ad Partner Platform where Ozone and the Buyer have negotiated and entered into a direct agreement in relation to such purchase, including where such purchase is undertaken as part of an auction as a result of the Buyer’s participation in a private deal agreed with Ozone;
“Documentation” has the meaning given to it in clause 2.2;
“Effective Date” means the date specified in the Term Sheet;
“Gross Advertising Revenue” means the total gross revenue payable by Bidders and/or Buyers to Ad Partner in respect of the sale and purchase of the Ozone Ad Inventory;
“Gross Bid Value” means the bid value received by Ad Partner;
“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Ozone” means Ozone Project Limited, a company registered in England and Wales with company number 11471303 and with registered office at 1 London Bridge Street, London, SE1 9GF;
“Ozone Ad Inventory” means impressions on the Ozone Sites designated by Ozone, at its discretion, as being available for purchase under this Agreement;
“Ozone Bid Data” means data relating to the sale and purchase (or attempted purchase) of the Ozone Ad Inventory through the Ad Partner Platform, including without limitation bid requests and successful or unsuccessful bids (including the CPM value of both the original bid value and any clearing price values), price floors, unique bid IDs, the date and time of each bid, the applicable Ozone Ad Inventory, URL, the Bidder, the Buyer, the Brand and data regarding impressions served to the Ozone Ad Inventory (including impression IDs), and any data and/or metadata which is generated as a by-product of any of the foregoing;
“Ozone Data” means (a) the Ozone Bid Data, (b) audience data inferred from URLs, user identifiers, and any data and/or metadata which is generated as a by-product of any of the foregoing, and (c) any/all other personal data in respect of which Ozone is a data controller and which is processed by Ad Partner under this Agreement (including where Ad Partner processes such personal data as an independent data controller);
“Ozone Revenue” means as set out in the Term Sheet;
“Ozone Sites” means the websites, mobile apps and other digital properties containing advertising inventory which Ozone is authorised to make available for purchase;
“Ozone Stats” means the aggregated record of Ad Partner’s winning bids based on win notifications recorded by Ozone;
“Payment Terms” means as set out in the Term Sheet;
“Prohibited Creatives” means any creative which has the characteristics described in the prohibited creatives list available on Ozone’s website here;
“Records” has the meaning given to it in clause 5.1;
“Representatives” has the meaning given to it in clause 13.2;
“Services” means the provision of the Ad Partner Platform and related services provided by Ad Partner to Ozone under this Agreement;
“Technical Requirements” means the technical requirements available on Ozone’s website here;
“Term Sheet” the Term Sheet signed by the parties setting out details of the Ad Partner’s order for the Services.
In this Agreement:
reference to a document is a reference to the document as from time to time may be amended by the parties in writing;
references to Clauses, Schedules and/or Parties are to clauses of and schedules and/or parties to this Agreement, respectively;
Clause, Schedule and paragraph headings are for convenience only and shall not affect the interpretation of this Agreement;
a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
unless otherwise expressly stated, references to “writing” and/or “written” does not include email; and
any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
APPOINTMENT AND IMPLEMENTATION
Ozone hereby appoints Ad Partner as Ozone’s non-exclusive provider for programmatic advertising services in order to facilitate the sale and purchase of the Ozone Ad Inventory through the Ad Partner Platform.
Ad Partner hereby grants Ozone during the term of this Agreement a limited, non-transferable, non-exclusive, non-sublicensable licence to access and use (a) the Ad Partner Platform for the sole purpose of facilitating the sale and purchase of Ozone Ad Inventory as set out in this Agreement, and (b) the documentation which Ad Partner generally provides to its customers relating to the use of the Ad Partner Platform (the “Documentation”).
Ozone will not, other than as expressly permitted by applicable law or this Agreement: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Ad Partner Platform; (ii) modify, adapt, or translate the Ad Partner Platform; (iii) reproduce, resell, distribute, or sublicense the Ad Partner Platform; or (iv) or otherwise allow any third party to use or access the Ad Partner Platform.
Except as expressly provided herein, neither Party shall have or obtain any rights in or to any Intellectual Property Rights of the other Party in connection with this Agreement.
BUYERS AND BID SUBMISSIONS
Ad Partner will ensure that the Ozone Ad Inventory is not sold for less than the applicable floor price set by Ozone in respect of each impression sold under this Agreement.
Ad Partner may only purchase Ozone Ad Inventory for use directly by a Buyer (or an agent of the Buyer) with which Ad Partner has a direct contractual relationship. In relation to the foregoing, Ad Partner may not resell, distribute or otherwise sub-syndicate any Ozone Ad Inventory to another indirect sales channel (such as a third party ad network or reseller).
DATA ACCESS AND STATS
Ad Partner must ensure that Ozone Bid Data is retained for a minimum period of 60 days.
Ad Partner must ensure that summary reports are available during the Term, and for a period of six (6) months following the expiry or termination of the Agreement for any reason, for Ozone to access for the purpose of activity reporting and reconciliation. Such summary reports must contain the following minimum information: Ad impression volumes, impressions won, total bid count, Gross Advertising Revenue, deal type, Ad Partner Fee, CPM, in each case broken down by Brand, Buyer & Bidder and geographic region (“Ad Partner Stats”).
Both parties shall make available to the other an online user interface and API which displays and/or makes available each party’s Stats.
In the event that any such comparison reveals a greater than 5% discrepancy between Stats and Ozone Stats, both parties shall work together in good faith to identify the cause of and resolution for the discrepancy.
Ad Partner acknowledges and agrees that the Ozone Bid Data shall be owned by Ozone. Notwithstanding the foregoing, Ozone grants Ad Partner a non-exclusive licence to use the Ozone Bid Data to the extent necessary for performing its obligations under this Agreement.
Ad Partner acknowledges and agrees that it shall be entitled to use measurement pixels for the purposes of generating the Ad Partner Stats, however, Ad Partner shall not, without the prior written consent of Ozone (and subject in each case to Ad Partner’s compliance with all applicable privacy and data protection laws):
use tracking or targeting pixels or similar technologies in order to track and/or create profiles for users accessing the Ozone Sites;
retain or use any Ozone Data for retargeting users or for any other purpose;
when syncing cookies with Ozone, add or drop any third party pixels; or
use any Ozone data for the purpose of creating targeting segments or profiles without the explicit consent of Ozone.
Ad Partner shall keep complete and accurate records reasonably necessary to enable an examination of the accuracy of the payments made to Ozone pursuant to this Agreement (the “Records”). The Records shall be kept by Ad Partner for a period of at least two (2) years from expiry or termination of this Agreement for any reason.
Subject to clause 5.3, at any time during the term of this Agreement and for a period of two (2) years following expiry or termination of this Agreement for any reason, Ozone’s auditor shall be entitled to audit the Records together with any other data, records, systems and/or materials and access to any personnel in each case which Ozone determines are reasonably necessary to enable the audit described in this clause to be successfully conducted.
The exercise of Ozone’s audit rights under this clause 5 shall be subject to the following conditions:
Ozone shall give Ad Partner at least 30 days' prior written notice of its intent to exercise its audit rights;
Ozone shall exercise its audit rights through an independent third party expert, engaged and paid for by Ozone (the “Auditor”);
Ad Partner may require the Auditor to enter into reasonable confidentiality obligations directly with Ad Partner;
any such audit shall only be conducted during Ad Partner’s normal business hours; and
Ozone will, subject to clause 5.4, bear the cost of any such audit.
Ad Partner shall use commercially reasonable efforts to ensure that it does not deliver Prohibited Creative, or link to any website, app or other online property which contains any such content, on an Ozone site.
In the event that any Ads appearing on any Ozone Site contain any Prohibited Creative or link to any website, app or other online property which contains any such content, Ad Partner will remove such Ad and/or block the applicable Buyer in accordance with the Ad Partner SLA.
Ozone reserves the right to reject or remove from the Ozone Sites, without providing any notice to Ad Partner, any Ads in the event that Ozone determines such Ads are non-compliant or otherwise inappropriate as determined by Ozone in its discretion.
Ad Partner will provide support to Ozone to enable Ozone’s implementation of ad quality controls across the Ozone Sites using Bidder, Buyer, Brand and/or ‘advertiser category’ parameters.
Without prejudice to Ad Partner’s other obligations in this Agreement, Ad Partner will ensure that it and the Ads comply with the Technical Requirements.
FEES AND PAYMENT
Ad Partner will pay to Ozone the Ozone Revenue in accordance with the Payment Terms and will do so irrespective of whether Ad Partner has received the applicable and corresponding funds from the applicable Buyers.
Ad Partner acknowledges and agrees that the Ad Partner Fee shall be its only remuneration under this Agreement.
If Ad Partner fails to make a payment due to Ozone under this Agreement by the due date, then, without limiting Ozone’s other rights and remedies, Ad Partner shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 3% a year above the Bank of England's base rate from time to time.
Except for taxes on Ad Partner’s income, Ozone is responsible for paying all applicable sales, use or other taxes or duties, tariffs, etc. applicable to this Agreement.
Ad Partner acknowledges and agrees that in its dealings with Buyers for the purpose of the purchase and sale of the Ozone Ad Inventory, Ad Partner is not Ozone’s agent. Other than as expressly agreed by Ozone, Ozone will not be a party to any contract with a Buyer entered into by Ad Partner.
Ad Partner shall not unless expressly agreed in writing with Ozone in advance:
charge any fees to Buyers or Bidders in relation to the sale and purchase of the Ozone Ad Inventory (whether applied as a commission based on the relevant bid or otherwise);
charge any other fees or collect any revenues in relation to the sale and purchase of the Ozone Ad Inventory which are not fully disclosed to Ozone (including without limitation any rebates from other intermediaries);
mark-up or otherwise add any amount to the price of the Ozone Ad Inventory purchased by a Buyer under this Agreement;
offer any rebates (whether volume based or otherwise) to Buyers in relation to the sale and purchase of the Ozone Ad Inventory where any such rebates are deducted from the Gross Advertising Revenue or the Ozone Revenue;
make any deductions or adjust any ross id alue; nor
otherwise manipulate any transactions.
DATA PROTECTION AND SECURITY
The Parties acknowledge and agree that they shall be acting as independent data controllers in respect of personal data processed by them relating to users of the Ozone Sites pursuant to this Agreement.
Each Party shall comply with its obligations under applicable privacy and data protection law. Without prejudice to the foregoing, Ad Partner shall not process any personal data in a manner that will or is likely to result in Ozone or its Affiliates breaching its or their obligations under applicable privacy and data protection law.
Ad Partner shall at its sole cost and expense:
to the extent legally permitted, inform Ozone without undue delay, and in any event within two (2) Business Days, of any enquiry or complaint received from a data subject or supervisory authority relating to any personal data processed in relation to this Agreement; and
provide full cooperation and assistance to Ozone as Ozone may reasonably require to allow Ozone to comply with its obligations as a data controller, including in relation to data security; data breach notification; data protection impact assessments; prior consultation with supervisory authorities; the fulfilment of data subject’s rights; and any enquiry, notice or investigation by a supervisory authority.
Where Ad Partner is required by applicable privacy and data protection law to make any notification or disclosure to any data protection authority or other regulatory body in respect of the Ozone Data (including in relation to any data breaches), Ad Partner shall, to the extent it is legally permitted to do so, gives Ozone as much notice of such notification or disclosure as possible and take into account the reasonable requests of Ozone in relation to the content of such notification or disclosure.
Ad Partner shall:
take reasonable steps in accordance with good industry practice to ensure the reliability of any of its personnel who will have access to personal data processed by Ad Partner in relation to this Agreement and ensure that such personnel are bound by appropriate obligations of confidentiality;
implement appropriate technical and organisational measures to protect any Ozone Data or other personal data which Ad Partner processes in relation to this Agreement against unauthorised and unlawful processing and against accidental loss, destruction, disclosure, damage or alteration; and
without prejudice to the generality of clause 9.5.2 above, perform the Services in a manner consistent with ISO 27001 standards.
Ad Partner shall indemnify Ozone and its Affiliates against any losses, liabilities, costs, fines, individual compensation claims and/or expenses (including reasonable legal costs) suffered or incurred by them which arise out of or are caused by the processing by Ad Partner of any personal data (including Ozone Data) in connection with this Agreement.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY
Ad Partner shall indemnify, defend and hold harmless Ozone and its directors, officers, employees and agents (and permitted successors, heirs and assigns) (the “Ozone Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the Ozone Parties in connection with any third-party claims (a) that the Ad Partner Platform infringes any third party Intellectual Property Rights.
If any third party makes a claim, or notifies an intention to make a claim, which may reasonably be considered likely to give rise to a liability under the indemnity in this clause, Ozone shall: (a) promptly give written notice of the claim to Ad Partner; (b) not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of Ad Partner (such consent not to be unreasonably withheld, conditioned or delayed); and (c) give Ad Partner the right to have sole control over the defence and settlement of the claim.
WARRANTIES AND UNDERTAKINGS
Ad Partner and Ozone each warrants and undertakes that: (a) it will comply with all laws and regulations which are applicable to its performance of its respective obligations under this Agreement; (b) it has the full right, power and authority to enter into and perform this Agreement and to grant the rights purported to be granted in this Agreement; and (c) its performance of its obligations do not violate any Agreement it has entered into with any third party.
Ad Partner warrants and undertakes that:
it will perform its obligations under this Agreement with reasonable skill and care;
it will provide the Services in accordance with the Ad Partner SLA;
all Ad Partner Stats and Records shall be complete, true and accurate in all material respects;
it is authorised by the Buyers to facilitate the display of the Ads on the Ozone Sites;
it will use standard anti-virus and anti-malware protection measures to prevent the introduction of viruses or other malware to Ozone’s or its end users’ systems (including by scanning Buyer’s creatives and associated landing pages);
it will provide Ozone with an independently-verified health report on a quarterly basis which shows exchange-level non-human traffic, fraud and malware scores along with detail of the study’s sampling methodology; and
the Ad Partner Platform will operate in all material respects in accordance with the Documentation.
LIMITATION OF LIABILITY
Nothing in this Agreement shall limit or exclude either Party’s liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability which may not lawfully be limited or excluded.
Subject to clause 12.1, in no event will either Party be liable, whether in contract, tort (including negligence) or otherwise, for any indirect or consequential loss arising out of or in connection with this Agreement.
Subject to clause 12.1 and 12.2, and except in relation to (a) breaches by either party of clause 9 (Data Protection and Security) and clause 13 (Confidentiality) (liability for which shall be unlimited) (b) the indemnities granted by Ad Partner under this Agreement, and (c) Ad Partner’s obligation to pay the Ozone Revenue to Ozone, each Party’s maximum liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will not exceed the aggregate amount of Gross Advertising Revenue under this Agreement during the twelve (12) month period preceding the date on which the claim arises.
Notwithstanding any other provision in this Agreement, Ad Partner acknowledges and agrees that Ozone does not guarantee the continuous, uninterrupted availability of the Ozone Sites and will not be responsible or liable, whether in contract, tort (including negligence) or otherwise, under or in connection with this Agreement, for any failure or delay affecting the display of any Ads thereon.
Ad Partner shall maintain in force at its own expense adequate insurance to meet any liabilities which may arise with respect to its performance or failure to perform its obligations under this Agreement.
Each Party shall keep the other Party's Confidential Information confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement; or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13.
A Party may disclose the other Party's Confidential Information to those of its employees, officers, representatives and advisers (“Representatives”), who need to know such Confidential Information, provided that:
it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Agreement.
A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.
The provisions of this clause 13 shall not apply to any Confidential Information that:
is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
the Parties agree in writing is not confidential or may be disclosed; or
is developed by or for the receiving party independently of the information disclosed by the disclosing party.
TERMINATION AND CONSEQUENCES OF TERMINATION
Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or
the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
On expiry or termination of this Agreement for any reason, all rights, licences and authorities granted by each Party to the other under this Agreement (whether of access, use or otherwise) shall immediately cease other than in respect of any such rights, licences and/or authorities which are expressly stated to be granted for a period following expiry or termination of this Agreement.
On termination of this Agreement for any reason, each Party:
upon request shall destroy or return to the other Party all documents and materials (and any copies) containing the other Party's Confidential Information;
upon request shall within a reasonable time erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
may retain documents and materials containing, reflecting, incorporating or based on the other Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority, provided that the provisions of clause 13 (Confidentiality) shall continue to apply to any such documents and materials retained by a recipient party.
On termination of this Agreement for any reason, Ad Partner shall:
pay to Ozone all Ozone Revenue owed and outstanding under this Agreement within 30 days of termination; and
notwithstanding any other provision of this Agreement, make available the Ozone Data for Ozone to export from Ad Partner’s systems for a period of six (6) months following termination of this Agreement.
Following termination of this Agreement for any reason, the Parties shall have no further obligations or rights under this Agreement except that those clauses, the survival or coming into force of which is necessary for the interpretation or enforcement of this Agreement, or which are expressly or by implication intended to survive expiry or termination, shall continue to have effect.
Excluding payment obligations, neither Ad Partner nor Ozone will be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, or acts of God.
Each party acknowledges and agrees that it will not issue any press release regarding this Agreement or use the other party’s brand, name, trademarks, or logos in any public announcement regarding the existence or content of this Agreement without the other party’s prior written consent in each case.
Ad Partner shall not be permitted to subcontract any of its obligations under this Agreement without Ozone’s prior written consent. In the event that Ad Partner subcontracts any of its obligations under this Agreement, Ad Partner agrees to remain primarily liable under this Agreement and shall be liable for the acts, defaults and neglects of its subcontractors as fully as if they were the acts, defaults or neglects of Ad Partner.
Neither Ad Partner nor Ozone may assign, or transfer any of its rights hereunder, and any attempt to assign, or transfer such rights without prior written approval of the other Party will be null and void, except that each Party may assign this Agreement (a) to an acquirer of substantially all of its assets, or business by sale, merger or otherwise or (b) to an Affiliate.
Any waiver (express or implied) or delay by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
No modification of this Agreement shall be effective unless set forth in a writing signed by a duly authorised representative of each Party.
If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
The Parties are independent contractors and, neither is an employee, agent, partner, joint venture, or legal representative of the other for any purpose, and neither shall have any power to create any obligation on behalf of the other.
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement
A person who is not a party to this Agreement (including without limitation any Buyers) may not enforce any of its provisions.
Any notice required to be delivered hereunder will be deemed delivered one Business Day after collection if sent by overnight courier service, and immediately if sent electronically. All notices to Ozone and Ad Partner will be sent to the contact as noted under “Contact Information” on the Term Sheet, or to the business address/contact generally used between the parties.
This Agreement (and all non-contractual disputes arising out of or in connection with it) is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.