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App Terms & Conditions

Third party application terms and conditions

What some words mean

So that we can be completely clear, here are some words we use which have specific meanings:

  • “Account Holder” means a sole trader or company which has a FreeAgent account (generally this will be you business, or if you are an accountant, the business which you are advising);
  • “FreeAgent account” means a current subscription to The Service;
  • “The Service” means our FreeAgent software which is accessed and used via our password protected websites;
  • “us” “we” and “our” refers to Free Agent Central Limited, a company registered in Scotland with registered number SC316774 and having its registered office at Quartermile Two, 2 Lister Square, Edinburgh, Scotland, EH3 9GL;
  • “you” means you, the person who accesses and uses this website and/or The Service; and
  • “your Data” means any data entered or uploaded by you while using The Service.

Creating and accessing a FreeAgent account

How to apply: In order to access and use The Service, a FreeAgent account must first be created. You can apply for a FreeAgent account by launching FreeAgent from MyBusinessWorks.

Formation of a contract: At that point a legally binding contract will be created between the Account Holder and us. If you apply for a FreeAgent account to be created, you must therefore ensure that you are authorised to enter into this contract for and on behalf of the Account Holder. The contract will be concluded in the English language and the provisions of these Terms of Service shall govern our agreement with the Account Holder and you.

Errors in information you gave us: If you made any mistakes in the details you gave to us when applying for a FreeAgent account, these errors can be corrected by accessing The Service and using the “edit” function on the “Company Details” or People” pages.

Refusal to create an account: We reserve the right, at our discretion, not to accept an application to create a FreeAgent account. This may be due to technical constraints, because you or your business has been banned by us from using The Service or for any other reason. No charge will be made by us for declined applications.

How to access the account: You will not be able to access and use The Service without a username and password for a FreeAgent account or a username and password for MyBusinessWorks. There are two ways you can obtain the FreeAgent account username and password:

  • Once a FreeAgent account has been created, we will issue the initial user (whose details were provided to us when the account was applied for) with a username and password.
  • Additional users can obtain their own usernames and passwords if the initial user accesses The Service and uses the “New User” function on the “People” page. (Some subscription packages may have limitations on the number of additional users which can be added – please check our Pricing Page for details.)

Your rights

Your rights: If the business you represent (or which you are advising) is an Account Holder and you are authorised by it to use The Service, we grant you a non-transferable, non-exclusive licence to use The Service in accordance with these Terms of Service.

Conditions: The above licence is strictly subject to compliance with these Terms of Service by you (and by the Account Holder whose FreeAgent account you are accessing and by all other users of that FreeAgent account.)

Your obligations

You must:

  • only access an Account Holder’s FreeAgent account by using a password and username which that Account Holder authorises you to use; and
  • only use The Service on behalf of the Account Holder whose FreeAgent account you are accessing and solely for money management purposes relating to that Account Holder’s own business which are legal.

You must not:

  • do anything which could reasonably be expected to damage, disable, overburden, or materially impair The Service or our website generally or which is likely to interfere with any other party’s use or enjoyment of The Service;
  • question or dispute our ownership of the intellectual property rights in The Service;

Security: The Account Holder is ultimately responsible for administering and safeguarding any passwords created to control access to its FreeAgent account: please keep any password issued to you secure.

Paying for The Service

Fees for multiple accounts: If you would like to use The Service to manage more than one business, you will need to sign up for multiple accounts and pay the subscription fee charged by us for each additional Free Agent account.

Our VAT number is: 916 3863 08

Who owns what

Rights in your data: The Account Holder has sole responsibility for the accuracy and reliability of your Data. The Account Holder retains ownership of any copyright, trade marks, database rights and any other intellectual property rights it has in your Data (such as rights in its logo, for example.) Intellectual property rights in your Data will not be transferred to us. We reserve the right to disclose your Data to law enforcement officials in the investigation of fraud or other alleged unlawful activities but otherwise we will only use your Data to provide The Service.

Rights in our software and our website: All copyright, database rights, trade marks and other intellectual property rights in The Service (including any such rights in our website) are either owned by or licensed to us and nothing in these Terms of Service shall transfer any ownership rights to you or to the Account Holder.

Closing a FreeAgent account

Suspension and closure by us: If you (or any other user of the Account Holder’s FreeAgent account) fails to abide by these Terms of Service, or if payment of the subscription fees is not paid on time, we reserve the right to suspend your access to The Service or permanently cancel the Account Holder’s FreeAgent account. If we withdraw access to The Service because these Terms of Service have been breached, no refund will be payable by us. We also reserve the right to close any FreeAgent account (including during any “free trial” or “beta trial” period) for any reason, by giving one months notice.

Disclaimer

IMPORTANT: This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of The Service. It also requires the Account Holder to compensate us for any loss we suffer as a result of your failure to comply with these Terms of Service.

No guarantees: We make no guarantee that The Service will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access The Service. We will try to keep disruptions to a minimum but we may suspend The Service from time to time to carry out maintenance and support work and to investigate unauthorised use. The Service is not a substitute for a professional accountant and any information presented does not constitute accounting advice.

Exclusion of our liability: You use The Service entirely at your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter which it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with The Service (even if we have been advised of their possibility.)

Limitation of our liability: Where we are not legally entitled to exclude our liability, our total liability for any loss or damage relating to The Service (or to our website generally) shall not exceed an amount equal to the subscription fees which the Account Holder has paid to us in the previous month. Liability to us: If you access The Service using a password created to control access to the Account Holder’s FreeAgent account, then the Account Holder shall be held liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you. Otherwise, you shall be personally be held liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you.

General legal matters

Changes to this contract: We reserve the right to change these Terms of Service from time to time and therefore we may impose new or different terms and conditions on your use of The Service. These additional terms will be posted here on our website and will be effective from the Account Holder’s next monthly subscription renewal. Your continued use of The Service will be deemed to constitute acceptance by the Account Holder of all of the new terms. These Terms of Service may not otherwise be changed without our written consent.

Transfer of rights & obligations: We shall be entitled to transfer our rights and/or obligations under these Terms of Service to another party. Neither you nor the Account Holder may transfer any of your rights or obligations under these Terms of Service without our written consent.

Waiver and severability: If either you or we ignore any breach of these Terms of Service, it doesn’t mean that any further breach cannot be enforced. Similarly, if any part of these Terms turn out to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of the agreement will still be binding.

Resolving disputes: These Terms of Service shall be governed by and interpreted in accordance with Scots law. If any party wants to take court proceedings in relation to The Service, it must do so in Scotland. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access The Service.

INTUIT TERMS OF SERVICE (UK) QUICKBOOKS ONLINE SERVICE

A. INTUIT GENERAL TERMS OF SERVICE. Thank you for selecting the Services (defined below in Section 1.1) offered by or on behalf of Intuit Limited (UK) and/or its Affiliates (collectively referred to as “Intuit,””we,””our, or “us”) on this website owned and/or operated by Intuit or one of its vendor(s). Please review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Intuit.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the Intuit online services provided to you on this website, including content, updates and new releases (collectively, the “Services”). It includes by reference:

  • Intuit’s Privacy Statement available on this website or provided to you in writing for the Services you selected.
  • Additional Terms and Conditions for the Services that you have selected, including from third parties.
  • Third Party Privacy Statement provided to you in writing for the Services you selected
  • Any terms provided separately to you for the Services, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, if applicable, for the Services.

1.2 An “Affiliate” means all Intuit companies and subsidiaries that directly or indirectly, control or are controlled by Intuit, or are under the common control with Intuit. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2. YOUR RIGHT TO USE THE SERVICES AND RESTRICTIONS

2.1 The Services are protected by copyright, confidentiality, and other intellectual property laws. You are only granted the right to use the Services, and Intuit reserves all rights of ownership in the Services not granted to you in writing here. As long as you comply with all applicable legal and statutory requirements, and any applicable payment obligations within the provisions of this Agreement, Intuit grants to you a personal, limited, nonexclusive, nontransferable licence (except as expressly stated herein) to use the Services that is valid only for the period of use provided in the ordering and activation terms, and only for the purposes described by Intuit on the website for the Services.

2.2 You agree not to use the Services or content on this website in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Intuit in writing, you agree you will not:

  • Provide access to or give any part of the Services to any third party.
  • Modify, disrupt or interfere with the Services, supporting servers, or networks either manually or through the use of scripts, viruses, or worms.
  • Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services.
  • Attempt to access any other Intuit systems that are not part of these Services.
  • Excessively overload the Intuit systems used to provide the Services.

If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Intuit in its sole discretion.

3. PAYMENT.

For Services offered on a payment or subscription basis, the following terms apply, unless Intuit or its vendor(s) notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

a. Payments will be billed in advance to you by Intuit and/or its vendor(s) in pounds sterling (£) or U.S. currency (plus any and all applicable taxes, including without limitation VAT) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information to Intuit and/or its vendor(s), unless stated otherwise in the program ordering or payment terms on the website for the Services.

b. You must pay with one of the following:

  • (1) A valid credit card acceptable to Intuit and/or its vendor(s);
  • (2) A valid debit card acceptable to Intuit and/or its vendor(s);
  • (3) Sufficient funds in a current or savings account to cover an electronic debit of the payment due; or
  • (4) By another payment option Intuit and/or its vendor(s) provides to you in writing.

c. If your payment and registration information is not accurate, current, and complete and you do not notify Intuit and/or its vendor(s) promptly when such information changes, your account may be suspended or terminated and you may be refused access to the Services until all outstanding sums have been paid.

d. Your subscription will automatically renew, on a monthly or annual basis (depending upon your subscription), at the current rates applicable at the time of renewal, unless the Services are cancelled or terminated under this Agreement.

e. Additional cancellation or renewal terms may be provided to you on the website for the Services.

4. TRIAL VERSIONS AND BETA FEATURES.

If you registered for a trial version of the Services, you must decide to purchase the Services within the time specified for the trial (“Trial Period”) in order to retain any Content (defined in Section 6) that you have entered or uploaded during the Trial Period. If you do not purchase the Services or products by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Services or product during the Trial Period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you entered or uploaded during the trial.

From time to time, Intuit may include new and/or updated beta features (“Beta Features”) in the Services for your use and which permit you to provide feedback. You understand and agree that your use of the Beta Features is voluntary and Intuit is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

5. YOUR PRIVACY AND PERSONAL INFORMATION.

The Services are provided by Intuit and/or its vendor(s). In order to provide you with the Services, Intuit and/or its vendor(s) will have access to and use the personal information you provide, and the respective Privacy Statements of each organization will apply.

You can view Intuit’s Privacy Statement on the website, or via a link on the website for the Services you have selected. You agree to be bound by the applicable Intuit Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

  • To Intuit maintaining your data according to the Intuit Privacy Statement, as part of the Services.
  • To give Intuit permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Service. By way of example, this means that Intuit may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
  • Intuit is a global company and you agree that Intuit may access or store personal information in, and transfer it to, multiple countries, including countries outside the European Economic Area that may be deemed to have inadequate protections by European Union Data Protection Authorities. You also agree that such personal information as may be stored on servers in countries outside the European Economic Area will be subject to the laws of those countries.

6. CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) uploaded, posted or stored through your use of the Services. Please be informed that Intuit and/or its vendor(s) may remove and/or disable access to any work uploaded posted or stored through your use of the Services if Intuit and/or its vendor(s) acquires knowledge that and/or is notified that the said work infringes the copyright in any material. You grant Intuit a worldwide, royalty-free, non-exclusive license to host and use the Content (including, without limitation, to reproduce in a material form, publish, perform, communicate to the public, to make an adaptation of the Content) for the purpose of providing you with the Services. You agree not to use the Services for any illegal purpose or in violation of any applicable law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. You agree that you will not use the Services to share, store, or in any way distribute data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider dealing, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Intuit is not responsible for the Content or data you submit on the website.

You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  1. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing , offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or “flaming” others, or criminal or civil liability under any applicable law;
  2. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent’s consent in the case of a minor);
  3. Except as otherwise permitted by Intuit in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
  4. Virus, trojan horse, worm or other disruptive or harmful software or data; and
  5. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

6.2 Community forums. The Services may include a community forum to exchange information with other users of the Services and the public. Please use respect when you interact with other users. Intuit does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Intuit is not responsible.

6.3 Intuit may freely use feedback you provide. You agree that Intuit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intuit a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Intuit in any way. Intuit will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

6.4 Intuit may monitor your content from time to time. Intuit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Intuit or its customers, or operate the Services properly. Intuit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 Intuit does not give professional advice. Intuit is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 Intuit Services. You may be offered other services, features, products, applications, online communities, or promotions provided by Intuit (“Intuit Services”). If you decide to use any of these Intuit Services or products, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Intuit Services you may upload or enter data such as names, addresses and phone numbers, purchases, sales and other data, to the Intuit Services through the Internet. You grant Intuit permission to use information you provided about your business and experience so that we can provide the Intuit Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions. We may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant Intuit permission to combine the data you have entered or uploaded with that of others in a way that does not identify you or any individual personally. You also grant Intuit permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.

7.3 We may tell you about Intuit and third party products or services. Subject to the Intuit Privacy Statement, Intuit may offer products and services on behalf of third parties who are not affiliated with Intuit (“Third Party Products”) or the Services may contain links to third party websites (“Third Party Sites”). You agree that Intuit can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated Intuit contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies. You agree that the third parties, and not Intuit, are responsible for their product’s performance and the content on their websites. Intuit is not affiliated with these Third Party Products or Third Party Sites and accepts no liability for them.

7.4 Communications choices. Intuit may be required by law to send you communications about the Services or Third Party Products. You agree that Intuit may send these communications to you via email or by posting them on one of our sponsored websites. We may also send business communications such as confirmations or notices that will be delivered to you via email or posted on our websites. You are required to receive these communications. You can choose not to receive some other types of communication, such as marketing. Please review the Privacy Statement or follow instructions on the communication to exercise your communication choices.

7.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Services. If you become aware of any unauthorized access to your Services account, theft or loss of your password you agree to contact Intuit or its vendor(s) as soon as possible. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services.

7.6 Compliance with preservation orders. Intuit accepts no liability to you under this Agreement, or otherwise at law, for compliance by Intuit with any order or notice, whether issued to Intuit or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a “Preservation Order”). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTUIT, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “SUPPLIERS”) DISCLAIM AND EXCLUDE ALL TERMS AND CONDITIONS, REPRESENTATIONS WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY TERM, CONDITION, REPRESENTATION OR WARRANTY THAT THE SERVICES ARE FIT FOR ANY PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTUIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION, OR THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 INTUIT AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY TERMS, REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES ARE IN ACCORDANCE WITH APPLICABLE LAW.

NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF ENGLAND AND WALES AND FOR THE AVOIDANCE OF DOUBT INTUIT DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) LIABILITY ARISING UNDER SECTION 12 OF THE SALE OF GOODS ACT 1979; OR (IV) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTUIT, AND ITS VENDORS AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT(INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR REPUDIATORY BREACH OF THIS AGREEMENT) SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTUIT AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS OR GOODWILL, TRADING LOSSES, REVENUE, PROFITS (WHETHER DIRECT OR INDIRECT), ANTICIPATED SAVINGS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND VENDORS AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Intuit and vendors and Suppliers harmless from any and all claims, liability and expenses, including reasonable legal costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

10. CHANGES TO THIS AGREEMENT OR THE SERVICES.

We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We will use reasonable commercial endeavours to bring these changes to your attention, but it is your responsibility to ensure that you are aware of such changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Services, in whole or in part, including but not limited to, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Services after Intuit posts or otherwise notifies you of any changes, shall be deemed to constitute your agreement to the changes.

11. TERMINATION.

Intuit may immediately and without notice terminate this Agreement or suspend the Services provided to you, if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon termination you must immediately stop using the Services. Any termination of this Agreement shall not affect Intuit’s rights to any payments due to it. Intuit may terminate a free account at any time. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you. Sections 1.2, 5, 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

12. EXPORT RESTRICTIONS.

You acknowledge that this website, the Services, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Services, or any part of the Services, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Services to anyone who you have reason to know may use the Services in the development of nuclear, chemical, or biological weapons.

13. GOVERNING LAW AND JURISDICTION.

This Agreement will be governed by, and construed in accordance with, the laws of England and Wales applicable therein, without regard to its conflicts of law principles. Not withstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement relating to the scope of license, or any infringement (or apprehension of infringement) of Intuit’s or its suppliers’ intellectual property rights may cause Intuit irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Intuit shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Intuit’s rights under this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against Intuit arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

Intuit does not represent that information on the website for the Services is appropriate or available for use in all countries. Intuit prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.

14. LANGUAGE.

Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.

15. GENERAL.

This Agreement is the entire agreement between you and Intuit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot assign or transfer ownership of this Agreement to anyone (except as expressly stated herein) without the prior written approval of Intuit. However, Intuit may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Intuit or (c) a successor by merger. Any assignment in violation of this Section shall be void. You agree that, for the purposes of the Contracts (Rights of Third Parties) Act 1999, Intuit’s affiliates and subsidiaries are third party beneficiaries and shall be entitled to enforce the terms of this Agreement against you but any changes may be made to this Agreement by Intuit without their consent. Save as expressly provided for in the previous sentence, this Agreement is not intended to, and does not, give to any person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement.

March 4, 2011

B. ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by Intuit are subject to the general Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. To the extent of any conflict or inconsistency with the general Terms of Service above, these Additional Terms and Conditions shall prevail.

QuickBooks Online Supplemental Agreement and Terms of Services

Thank you for selecting QuickBooks Online (“QB Online”). This licence agreement in addition to the Intuit Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up process (“User,””you”), and Intuit Limited (UK) (“Intuit,” “we,””our,” or “us”).

By checking “ACCEPT,” You indicate that you have read and understood, and assent to be bound by, the terms of this Agreement. If the person checking “ACCEPT” is an individual working for you (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of you and represents and warrants to Intuit that he/she has full power and authority to enter into this Agreement on your behalf.

If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Services. If you are not willing to be bound by these terms and conditions, you should not check “ACCEPT,” and may not access or otherwise use the QB Online Services.

1. SUBSCRIPTION.

The QB Online Services is licenced on a monthly or yearly subscription basis, as selected by You or your agent.

2. TRIAL VERSION.

In addition to the terms for Trial Versions in Section 4 of the Agreement, the following also applies. The Service will begin after we receive and process all the information requested, including your or your Agent’s credit card or bank account information in accordance with the payment process in Section 3 of the Agreement. When you subscribe and provide payment information, you or your Agent’s credit card or bank account will be debited after the trial period, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Service (“Renewal Term”) at the then current subscription rate to maintain the Service. You may notify us to cancel the Service prior to the beginning of each Renewal Term.

3. PERMITTED DISCLOSURES AND USE OF DATA.

You acknowledge and agree that in order to provide you with access to and use of the QB Online Services, Intuit may provide your Access Information and Account Data to (i) your employee or agent who is identified in the Registration Data as the current system administrator for your account (the “Current Administrator”), and (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by Intuit to effectuate such replacement. Any other person You identified as an authorized user of QB Online will have access to the Account Data subject to the access permissions you or the system administrator assigned to them.

4. FINANCIAL INSTITUTION SERVICES.

4.1. General. In connection with your use of the QB Online Service and as part of the functionality of certain versions of the QB Online Service, you may have access to certain online services that may be made available by your financial institutions (“FI Services”), including online banking, online payment, online investment account download, online bill pay, and online trading. The QB Online Service is designed to allow you to access participating FI Services (if and to the extent provided by your financial institutions) to set up banking information, allow the QB Online Service to access your account(s), download transactions into the QB Online Service and otherwise aggregate information from your account(s) with your financial institutions. You acknowledge and agree that Intuit has no control over the FI Services or access to the FI Services by your financial institutions, does not guarantee that you will be able to use the QB Online Service with the FI Services, and will have no liability whatsoever for any actions or inactions on the part of the financial institutions resulting in your inability to use the QB Online Service to access your accounts, obtain data, download transactions, or otherwise use or access the FI Services.

4.2. Collection of Financial Institution Account Data. You acknowledge that in accessing the FI Services through the QB Online Service, your financial institution account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such financial institution(s) such as bank balances, credit card charges, debits and deposits (collectively, “FI Account Data”), may be collected, converted and stored in the QB Online Service depending upon your financial institution and type of account. You authorize Intuit, in conjunction with Intuit’s operation and hosting of the QB Online Service, to (i) collect your FI Account Data, (ii) reformat and manipulate such FI Account Data, (iii) create and provide hypertext links to your financial institutions, (iv) access the financial institutions’ websites using your FI Account Data, and (v) take such other actions as are reasonably necessary to perform the actions described in (i) through (iv). You hereby represents that you are the legal owner of your FI Account Data and that you have the authority to appoint, and hereby expressly do appoint, Intuit as your agent with all necessary power and authority to access and retrieve your FI Account Data on your behalf. You further acknowledge that Intuit does not review your FI Account Data and agrees that Intuit is not responsible for its completeness or accuracy. Any transactions or informational activities performed at any financial institution’s website are not made through the QB Online Service and Intuit assumes no responsibility for such transactions or activities. You are solely responsible for any charges associated with your financial institutions.

4.3. Information from Financial Institutions’ Websites. You acknowledge and agree that (i) some financial institutions may not allow the QB Online Service to access the FI Services, (ii) financial institutions may make changes to their websites, with or without notice to us, that may affect overall performance of the QB Online Service and prevent or delay aggregation of information from such websites, and (iii) the QB Online Service “refreshes” the QuickBooks Account Data by collecting the FI Account Data automatically or manually (depending on your financial institution or any changes by you that may require an update), so your most recent transactions may not always be reflected in any account balances or other account information presented to you in the QB Online Service. If you see a discrepancy in QuickBooks Account Data, and in any case before making any transactions or decisions based on such account information presented in the QB Online Service, you should check the last refresh date for the account and confirm the Account Data and manually update such data as necessary.

5. QB ONLINE SERVICE USE, STORAGE AND ACCESS. Intuit shall have the right, in its sole discretion and with reasonable notice posted on the QB Online Service site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the QB Online Service and establish or change limits concerning use of the QB Online Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the QB Online Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the QB Online Service in a given period of time. Intuit reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the QB Online Service to which such changes relate. Your continued use of the QB Online Service will constitute your acceptance of and agreement to such changes. Intuit may, from time to time, perform maintenance upon the QB Online Service resulting in interrupted service, delays or errors in the QB Online Service. Intuit will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

6. QB ONLINE MOBILE OPTION. Mobile access to the QB Online Service may not be available for all mobile devices or telecommunication providers. You will need to check the Services website to ensure your mobile device and telecommunications provider is compatible with the QB Online Service. Intuit is not obligated to provide a compatible version of the Services for all mobile devices or telecommunication providers, which are subject to change by Intuit at any time with reasonable notice to you. Your access to the Services via a mobile device is also subject to the following: (i) telecommunications provider’s rates and fees, which are your sole responsibility; and (ii) the terms of your agreement with your mobile device and your telecommunications provider.

IN ADDITION TO ALL DISCLAIMERS OF WARRANTIES SET FORTH IN THE AGREMENT, INTUIT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

(i) THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY PARTICULAR TIME OR FROM ANY PARTICULAR LOCATION;

(ii) ANY LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

(iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES, TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS IN CONNECTION WITH YOUR USE OF THE SERVICES.

What this agreement is about

1.1.This agreement describes how you may use Sage One and is made up of these terms and conditions and our privacy policy.

1.2.If you have subscribed to Sage One Accountant Programme (“Sage Accountants”), this agreement describes how you and your own clients may use Sage One and this agreement applies in addition to the terms and conditions of the Sage Online Accounting Programme. If there is any difference between this agreement and a term in the Sage Online Accounting Programme terms and conditions or (where appropriate) your Sage Accountants Club Membership Agreement, the terms of this agreement will take precedence in relation to your operation and use of Sage One.

1.3.We may change the terms of this agreement and our privacy policy at any time. We will make reasonable efforts to communicate any changes to you via a notification on Sage One or by sending an email to your user address, but it is up to you to ensure that you regularly check, read, understand and agree to the most recent version of this agreement and our privacy policy as you will be deemed to accept all updates if you continue to access Sage One.

Who this agreement is between

2.1.This agreement is between: you, the person or organisation authorised to use Sage One; and us, Sage (UK) Limited (company registration number 1045967, VAT number GB 555909605, registered office: North Park, Newcastle upon Tyne NE13 9AA, United Kingdom) if you subscribe to Sage One in the United Kingdom or Sage Hibernia Limited trading as Sage Ireland (company registration number 300549, registered office: Unit 3093, Lake Drive, Citywest Business Park, Dublin 24) if you subscribe to Sage One in the Republic of Ireland.

2.2.By entering into this agreement, we both agree to be bound by and keep to it.

How you accept this agreement, and when this agreement starts

3.1.You accept every term of this agreement, and this agreement starts, from the earliest date you tick a box or click on a button (or something similar) when Sage One asks you to confirm that you accept this agreement.

3.2.This agreement will continue until terminated in accordance with paragraph 14.

3.3.If you don’t accept this agreement, you should contact us or your accountant immediately and you should not use Sage One.

Your rights to use Sage One and your obligations

4.1.If you accept this agreement and pay the relevant fees (where applicable), we give you the right to use Sage One in the way described in this agreement. You may not use Sage One in any other way.

4.2.You must only use Sage One for your internal business purposes and only input your own information into Sage One, unless you are a Sage Accountant. Sage Accountants may link to their client’s Sage One services for the purposes of inputting and analysing data on behalf of such clients (where the client permits this) and for making the Sage One service available to them.

4.3.All rights of ownership of the information you or a Sage Accountant inputs into Sage One remain yours but your access to this information is dependant upon you or a Sage Accountant paying the applicable subscription fee. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into Sage One (or generated by it) as we cannot guarantee that your information will not be lost or damaged.

4.4.You cannot transfer your Sage One subscription to any other person or organisation. For example, you cannot sell it if you no longer want to use Sage One, or if you become insolvent an insolvency practitioner may not pass on your Sage One subscription (including your sign-in information) as part of your business’s assets.

4.5.You must comply with all applicable laws and legislation in respect to your use of Sage One.

4.6.You acknowledge that we are not your accountant and Sage One should not substitute professional accountancy advice.

4.7.Some features of Sage One rely on integration with other Sage products and services (such as Sage Pay) or provide access to technology, information or services not provided by us (including the HM Revenue & Customs and website even though they may look like Sage operates these technologies or services) together “Additional Services”. It is your responsibility to decide whether or not to access and use Additional Services and if you choose to do so you must agree to the separate applicable terms and conditions presented to you by Sage or the third party. If there is a conflict between any of the terms of this agreement and the Additional Services terms, the Additional Services terms will apply in relation to your use of the Additional Service in question. Except where paragraph 13.3 applies, we are not responsible for any issue with any third-party technology, information and/or services and will not be liable for those issues. We may withdraw access to such third party technology, information or services via Sage One at any time and without notifying you.

Setting up a Sage One account directly with Sage

5.1.We will give you your sign-in details and passwords to enable you to use Sage One (the “sign-in information”) once you have registered with us.

5.2.Following registration we will send you an email confirming the duration of your free trial period (if any). If you continue to use Sage One following your trial period, you will pay the applicable subscription fee directly to us via the payment method specified during registration or via any different payment method we notify to you from time to time until either you or we end this agreement in one of the ways set out in paragraph 14.

5.3.We may increase the subscription fee for Sage One at any time by giving you not less than 30 days’ notice and such an increase will take effect from your next payment date after this notice period has ended.

5.4.Using functionality within Sage One you can provide your accountant to access your Sage One account provided that your accountant has subscribed to the Sage Online Accounting Programme. If you choose to do this, we cannot accept any liability for the actions of your accountant including their access to your Sage One account. You can withdraw your accountant’s access to your account at any time.

Setting up a Sage One account through a Sage Accountant

6.1.If your Sage Accountant sets up your Sage One account for you it will automatically link your account to its own account. In this instance you will pay your Sage Accountant and not us, for your use of Sage One and your Sage Accountant will manage your Sage One account. You will be unable to withdraw your Sage Accountant’s access to your Sage One account.

6.2.We cannot accept liability for the actions of your Sage Accountant including its access to your Sage One account.

Use of Sage One

7.1.You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.

7.2.We will take reasonable steps to make sure that Sage One is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.

7.3.We cannot guarantee that Sage One will be compatible with your web browser or computer set-up or that your access to Sage One will be uninterrupted (this may be beyond our control).

7.4.You are responsible for controlling who can access your Sage One account. We advise that you don’t allow anyone else to use your sign in information and change your password at regular intervals.

7.5.From time to time we may temporarily suspend access to Sage One, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide notice in advance but this might not be always be possible.

Restrictions on your use of Sage One

8.1.The following list gives examples of things you must not do with Sage One:

  • 8.1.1.you must not introduce any viruses or harmful technology to Sage One;
  • 8.1.2.you must not try to gain unauthorised access to Sage One or any underlying technology;
  • 8.1.3.you must not try to affect the availability of Sage One to our users (sometimes called ‘a denial-of-service attack’);
  • 8.1.4.unless you are a Sage One Accountant, you must not give anyone else any right (of any kind) to use or benefit from Sage One in any way or provide Sage One to others. For example, you cannot use Sage One with someone else’s information to provide a service to them;
  • 8.1.5.you may not use Sage One to help you develop your own software. For example, you must not use or copy all or any part of Sage One’s ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology, unless that use or copying is allowed by law;

8.2.It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of Sage One. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of Sage One or which causes us or threatens to cause us to incur any legal, tax or regulatory liability.

What we will do with your details

9.1.You agree to give us, when asked, the information we need in order to complete your registration to use Sage One. Without this information we cannot give you access to Sage One.

9.2.We will use any information you or your accountant gives us under this agreement to:

  • 9.2.1.manage how you use Sage One;
  • 9.2.2.meet our obligations under this agreement or any other agreement we have with anyone who licenses us (our licensors) or our subcontractors;
  • 9.2.3.contact you to see if you would like to take part in our customer research;
  • 9.2.4.contact you about our other products and services and those of others which we think you will be interested in (if we do contact you in this way, we will try to speak to the relevant person in your organisation, and we may contact you directly, or use other organisations which we have hired to contact you for us).

9.3.We may give information to other companies in our group of companies, our licensors and contractors, and other organisations described in relevant documents. For example, we may give information to the following:

  • 9.3.1.your accountant (if you have one)
  • 9.3.2.our training providers
  • 9.3.3.companies which we use to help us send you post and other communications
  • 9.3.4.research companies
  • 9.3.5.event organisers
  • 9.3.6.The Sage Group plc (which owns us)

If you give us information which could give away the identity of a living person, you are agreeing that we can use it as described above. If at any time you do not want us to use such information in the manner described under clauses 9.2.3 and 9.2.4 above, please call us in the UK on 0845 111 66 11 or in the Republic of Ireland on 1890 812811 or email us at support@sageone.com. For more information on how we use information about you, see the privacy policy on our website at www.sageone.com.

9.4.If you provide us with personal data (which in summary is data which enables a living individual to be identified – see www.ico.gov.uk for more details)you promise that you have the right to give it to us for the purposes envisaged by this agreement and we will process that data in accordance with applicable data protection legislation and our privacy policy (which can be viewed at http://www.sage.co.uk/legal/privacy_policy.aspx or from the link on your Sage One Account in the UK or in Ireland at http://sage.ie/about/tcs—sage-ireland.aspx). You agree and authorise us to use your data as described in this agreement.

Technical support and how we may access your Sage One account

10.1.During the period of your subscription, we aim to give you 24-hour technical support 7 days a week (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using Sage One. We may provide this by telephone, email, web-chat, remote assistance (where we will access your account and data online) or self-help online support as described in the Help Section of Sage One. You grant us the right to access your systems to provide such support.

10.2.We will not give you technical support or other assistance for any hardware, third-party software or other equipment used with Sage One.

Intellectual Property Rights

11.1.Although you have rights to use Sage One as described in paragraph 4, you do not own any of the intellectual property rights in Sage One. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual-property rights in Sage One, including any software we provide to replace all or part of Sage One. The only rights you have to Sage One are as set out in this agreement.

11.2.We own the rights to Sage One and any related logos. Other owners own the rights in any third-party software and their logos. By allowing you to use Sage One, we do not give you ownership of any of those rights or logos, and the rights you have to use Sage One and any third-party software, and any related logos, are as described in this agreement.

11.3.You undertake not to use Sage’s name or brand in any promotion or marketing or announcement without our prior written consent.

Our promises relating to Sage One

12.1.Whilst we aim to provide uninterrupted use of Sage One, unfortunately we can’t guarantee this. For example, some interruptions may be caused by reasons outside our control. In those circumstances, we will not be responsible for any failure to perform our obligations in this Agreement, and we will be excused from that failure for so long as those circumstances continue. Wherever possible, we will provide advance warning on Sage One or by email of any known or planned interruptions and we will try to keep any interruption as brief as possible.

12.2.We do not promise:

  • 12.2.1.that Sage One will meet your own needs;
  • 12.2.2.that you will be able to use Sage One in any particular way;
  • 12.2.3.that you will get particular outputs from Sage One;
  • 12.2.4.the standard of the results you get from using Sage One; or
  • 12.2.5.that, where you use our technical support services, we will be able to fix your problem or remedy your issue. The fact that you have told our representative about how you intend to use Sage One will not affect this paragraph as Sage One has been developed for many different types of users, and you are responsible for setting up Sage One so that you can use it in the way you need, and as best suits your circumstances.

12.3.We promise that we will use our reasonable skill and care to provide any service to you under this agreement.

12.4.This agreement describes all of our promises relating to Sage One. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to Sage One would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent set by law.

Our liability and responsibility to you if something goes wrong

13.1.Our liability (including for negligence) under this agreement will be limited to paying you an amount equal to the total of all fees you paid for the subscription to use Sage One in the preceding 12 month period.

13.2.We will not be responsible for any of the following, even if we knew or should have known there was a possibility you could experience the problem:

  • 13.2.1.loss of or damage to data/information inputted by you into Sage One.
  • 13.2.2.any interruption to your business or damage to information, however that interruption or damage is caused.
  • 13.2.3.loss or damage which we could not have reasonably known about at the time you entered into this agreement.
  • 13.2.4.losses you suffer as a result of using Sage One other than as described in the relevant documents.

13.3.Nothing in this agreement will prevent or limit your or our liability for:

  • 13.3.1.fraud;
  • 13.3.2.death of or personal injury to any person as a result of our negligence; or
  • 13.3.3.any other matter we cannot limit or exclude under applicable law.

13.4.Your and our responsibilities under this agreement are reasonable because they reflect that:

  • 13.4.1.we cannot control how, and for what purposes, you use Sage One;
  • 13.4.2.we have not developed Sage One specifically for you; and
  • 13.4.3.although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure there are no problems with Sage One.

How this agreement may be brought to an end and what happens on termination

14.1.We may end this agreement immediately if we do not receive your subscription fee or any other fees due to us under this agreement by the relevant due date.

14.2.We may end this agreement at any time on giving you at least thirty days’ notice and if we do, we will refund to you any amounts you have paid in advance for the applicable subscription period calculated from the date of termination.

14.3.You may end this agreement at any time by sending us an email to support@sageone.com or by notifying your accountant (where your accountant has set up your Sage One account). If you do this, we will not give you a refund for any amounts you have paid in advance for the applicable subscription period, and you must immediately pay all amounts you owe us by the date this agreement ends. If you continue to use Sage One after the expiry of any subscription period we will be entitled to charge you for such use at our then current applicable fees.

14.4.If you choose not to pay the subscription fee to continue to use Sage One at the end of any trial period your access to Sage One will immediately end.

14.5.If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one who discovered the situation can give the other notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who discovered the situation can then end this agreement by giving the other written notice that this agreement will immediately end.

14.6.This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you or your Sage Accountant become bankrupt (or something similar happens) or your business or that of your Sage Accountant is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this agreement and any monies due from you will become immediately due and payable.

14.7.No matter how this agreement ends, the information you store in Sage One remains your information and you can access it in a format provided by Sage One before the end of the agreement. If you don’t, this will not prevent this agreement from ending and your information will no longer be accessible.

14.8.In addition to our rights to end this agreement, we may also suspend the provision of services to you at any time if we do not receive payment in full when due or if we suspect that you or your Sage Accountant has breached any part of this agreement.

14.9.Where we suspend or terminate the services under paragraph 14, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee.

What else do you need to know?

15.1.If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.

15.2.If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.

15.3.This agreement and the documents we refer to above constitute is the entire agreement between you and us for your use of Sage One, and replaces all documents, information and other communications (whether spoken or written) between us for such use.

15.4.We may transfer this agreement to another organisation which is part of our group of companies at any time.

15.5.A person who is not a party to this agreement has no right to enforce any term of it.

15.6.Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.

Which laws govern this agreement?

If you subscribe to Sage One in the United Kingdom, this agreement is governed by the laws of England and you and we both agree that the courts of England will be the only courts that can decide on legal disputes or claims about this agreement. If you subscribe to Sage One in the Republic of Ireland this agreement is governed by the laws of Ireland and you and we both agree that the courts of Ireland will be the only courts that can decide on legal disputes or claims about this agreement.

TERMS OF SERVICE

Welcome to LivePlan, a web-based tool that is owned and operated by Palo Alto Software, Inc. and which enables you to write your business plan online. LivePlan is at times referred to in these Terms of Service as “The Service.”

Prior to using LivePlan, and before you may set up a LivePlan account, you must read and agree to these LivePlan Terms of Service. Your use of LivePlan is governed by these Terms of Service. By visiting and/or using and/or establishing an account at LivePlan, you (“User”) agree to be bound by and comply with the terms and conditions contained herein.

THESE TERMS OF SERVICE COMPRISE A BINDING LEGAL AGREEMENT BETWEEN YOU AND PALO ALTO SOFTWARE, INC. PLEASE REVIEW THIS AGREEMENT CAREFULLY.

BY CLICKING ON THE “ACCEPT” BUTTON YOU ARE ACCEPTING TO BE BOUND BY THESE TERMS OF SERVICE, AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). CLICKING ON THE “ACCEPT” BUTTON IS THE SAME AS SIGNING A HARDCOPY CONTRACTUAL AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, YOU SHOULD CLICK ON THE “I DO NOT ACCEPT” BUTTON.

1. The LivePlan Service

LivePlan is a web-based service available at www.liveplan.com that allows you to use software developed and owned by Palo Alto Software, Inc. and offered as a software as a service in order to create, upload, store, transmit, disseminate, print and otherwise distribute business plans (herein, “Content”). Your use of The Service is at your own risk. The Service is provided on an AS IS and AS AVAILABLE basis.

2. Privacy.

Your privacy is important to Palo Alto Software, Inc. Palo Alto Software, Inc.’s Privacy Policy (which is available through LivePlan) is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to Palo Alto Software, Inc.’s collection, use, and disclosure of your personal information.

3. Modification of these Terms.

When using LivePlan, any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time. All such Guidelines and rules are hereby incorporated by reference into these Terms of Service. Palo Alto Software, Inc. may, in its sole discretion and at any time, modify or revise these Terms of Service and policies at any time; by using The Service you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement and these Terms of Service, you may not use The Service.

4. Use of The Service

You are responsible for your own communications and communications to and from your account with The Service, and for all Content sent to and from your account, stored under your account, and activity that occurs under your account (even when Content is posted by others who have access to your account) and for any consequences thereof or arising therefrom. You agree that you will use The Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (a) use the Service to upload, store, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Palo Alto Software, Inc.; (b) upload, store, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (c) prevent others from using The Service; or (d) use The Service for any fraudulent or inappropriate purpose. Violation of any of the foregoing may result in immediate termination of this Agreement and your account with LivePlan, and may subject you to state and federal penalties and other legal consequences. Palo Alto Software, Inc. reserves the right, but shall have no obligation, to investigate your use of The Service in order to determine whether a violation of the Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.

5. Content of the Service, Ownership and Intellectual Property Rights.

Palo Alto Software, Inc. takes no responsibility for third party content (including, without limitation, any viruses or other disabling features), nor does Palo Alto Software, Inc. have any obligation to monitor such third party content. Palo Alto Software, Inc. reserves the right at all times to remove or refuse to distribute any Content on The Service, such as content which violates the terms of this Agreement. Palo Alto Software, Inc. also reserves the right to access, read, preserve, and disclose any information and Content as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests, or (e) protect the rights, property or safety of Palo Alto Software, Inc., its users and the public. Palo Alto Software, Inc. will not be responsible or liable for the exercise or non- exercise of its rights under this Agreement.

The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, services, and all other elements of LivePlan provided and owned by Palo Alto Software, Inc. are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws and are the property of Palo Alto Software, Inc. or its subsidiaries or affiliated companies and/or third-party licensors. Except as may otherwise be noted, all trademarks, service marks, and trade names are proprietary to Palo Alto Software, Inc. or its affiliates and/or third-party licensors.

Palo Alto Software, Inc. does not claim any ownership in any of the Content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit or store in your LivePlan account.

6. User Representations and Warranties.

You are solely responsible for your Content and the consequences of uploading, storing, transmitting or otherwise distributing Content to and/or from your account. Except as set forth herein, Palo Alto Software, Inc. will not use any of Content for any purpose except to provide you with The Service.

By uploading, storing, transmitting or otherwise distributing Content, you affirm, represent, and warrant that:

a) the Content does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (ii) slander, defame, or libel any other person; and

b) the Content does not contain any viruses, adware, spyware, worms, or other malicious code.

Violators of any third-party rights may be subject to criminal and civil liability. Palo Alto Software, Inc. reserves all rights and remedies against any Users who violate these Terms of Service.

7. Content Disclaimer

You understand that when using LivePlan you may be exposed to Content from a variety of sources, and that Palo Alto Software, Inc. is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Palo Alto Software, Inc. with respect thereto. Palo Alto Software, Inc. does not endorse any Content or any opinion, recommendation or advice expressed therein, and Palo Alto Software, Inc. expressly disclaims any and all liability in connection with Content.

8. Statement of Policies

Palo Alto Software, Inc. disclaims any and all liability in connection with or arising from Content uploaded, stored, transmitted or otherwise distributed by User. In the event Palo Alto Software, Inc. receives any information or notice that any Content uploaded, stored, transmitted or otherwise distributed by User violate these Terms of Service or infringes any copyright, trademark, or patent, or is alleged to infringe any copyright, trademark, or patent, Palo Alto Software, Inc. reserves the right to immediately remove the Content without notice to the User and without any obligation to investigate an allegation of infringement. Palo Alto Software, Inc. further reserves the right in its sole and unfettered discretion to remove for any reason whatsoever and at any time, any Content uploaded, stored, transmitted or otherwise distributed by a User, without prior notice to User.

Palo Alto Software, Inc. further reserves the right to terminate User access to the LivePlan website in the event User violates these Terms of Service.

9. Prohibited Activities; Enforcement of Policies

By agreeing to these Terms of Service you agree not to:

a) except as expressly permitted herein, use The Service for any purposes other than to access and use LivePlan as such services are offered by Palo Alto Software, Inc.;

b) share a single login with multiple people. Your login may be used by only one person, but you may create separate logins for as many others as you desire;

c) block ads if you are a free account user;

d) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access LivePlan accounts of others without permission, forge another persons’ digital signature or identity, misrepresent the source, identity, or content of information transmitted via LivePlan, or perform any other similar fraudulent activity;

e) make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of LivePlan. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

f) use LivePlan for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

g) defame, harass, abuse, threaten or defraud Users of LivePlan, or collect, or attempt to collect, personal information about Users or third parties without their consent;

h) use LivePlan if you are not legally competent to do so;

i) remove, circumvent, disable, damage or otherwise interfere with security-related features of LivePlan or User Content, features that prevent or restrict use or copying of any content accessible through LivePlan, or features that enforce limitations on the use of LivePlan or User Content;

j) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of LivePlan or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

k) modify, adapt, translate or create derivative works based upon LivePlan or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

l) intentionally interfere with or damage operation of LivePlan or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;

m) use any robot, spider, scraper, or other automated means to access LivePlan for any purpose or bypass any measures Palo Alto Software, Inc. may use to prevent or restrict access to LivePlan;

n) interfere with or disrupt LivePlan or servers or networks connected to LivePlan, or disobey any requirements, procedures, policies or regulations of networks connected to LivePlan.

Palo Alto Software reserves the right to scan all Content to ensure compliance with these Terms of Service. In the event Palo Alto Software determines, in its sole discretion, that your use of LivePlan is in violation of these Terms of Service, Palo Alto Software shall have the right without recourse by the User to immediately terminate your account.

10. User Indemnifications and Hold Harmless

User agrees to defend, indemnify and hold harmless Palo Alto Software, Inc., its affiliated companies, officers, directors, employees and agents from and against all claims, demands, suits, costs, damages, and expenses, including but not limited to attorneys’ fees and reasonable settlements that Palo Alto Software, Inc. may sustain or incur by reason of (a) use of LivePlan website, (b) breach, alleged breach or violation of the foregoing warranties, representations and covenants, (c) any violation of any third party right arising from User Content submitted by User, (d) any claim that any User Content submitted by User caused damage to a third party, or (e) any other violation of these Terms of Service. User’s obligation to defend, indemnify and hold harmless Palo Alto Software, Inc. shall survive these Terms of Service and LIVEPLAN.

11. Disclaimer of Warranties

USE OF LIVEPLAN SHALL BE AT USER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PALO ALTO SOFTWARE, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH LIVEPLAN AND USE THEREOF. PALO ALTO SOFTWARE, INC. ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF WEBSITE CONTENT, (ii) PERSONAL INJURY OR DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ACCESS TO AND USE OF LIVEPLAN, (iii) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH LIVEPLAN WEBSITE BY ANY THIRD PARTY, AND/OR (iv) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA LIVEPLAN.

PALO ALTO SOFTWARE, INC. DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH LIVEPLAN OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. PALO ALTO SOFTWARE, INC. WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN A USER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

12. Limitations of Liability

USER AGREES NOT TO HOLD PALO ALTO SOFTWARE, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS LIABLE FOR ANY LOSS OR DAMAGE, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, INCURRED AS A RESULT OF USER’S USE OF LIVEPLAN, (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (ii) PERSONAL INJURY OR DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM USER’S ACCESS TO AND USE OF LIVEPLAN, (iii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM LIVEPLAN, (iv) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH LIVEPLAN BY ANY THIRD PARTY, AND/OR (v) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER’S USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA LIVEPLAN, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PALO ALTO SOFTWARE, INC. IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

13. Miscellaneous Terms

a) These Terms of Service shall be governed by and construed in accordance with the laws of the State of Oregon, except for its conflicts of laws principles. User consents to the exclusive jurisdiction and venue in the state and federal courts in Lane County, Oregon.

b) Palo Alto Software, Inc. may transfer and assign these Terms of Service without restriction. User may not transfer or assign any of these Terms of Service.

c) User affirms and warrants that User is legally competent to enter into these Terms of Service, and the conditions, obligations, affirmations, representations, covenants and warranties set forth herein.

d) If any provision of these Terms of Service is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remaining provisions of these Terms of Service shall not be affected.

e) No waiver of any term of these Terms of Service shall be deemed to constitute a continuing waiver of such term.

f) Palo Alto Software, Inc. may provide you with notices, including those regarding changes to these Terms of Service, by email, regular mail or postings on LivePlan. Notice will be deemed given twenty-four hours after email is sent, unless Palo Alto Software, Inc. is notified that the email address is invalid. Alternatively, Palo Alto Software, Inc. may give you legal notice by mail to a postal address, if provided by you through LivePlan. In such case, notice will be deemed given three days after the date of mailing. Notice posted on LivePlan is deemed given five (5) days following the initial posting.

The Service is offered by Palo Alto Software, Inc., located at:

488 E 11th Ave, #220, Eugene, OR 97401, United States of America

Terms of use

GENERAL

The Legal Manager website www.legal-manager.co.uk (“the Website”) is provided by Business Centric Services Group Ltd (“BCSG”), company number 06564282 whose registered office is at 130 Old Street, UK, London, EC1V 9BD.

Set out here are the terms and conditions (“the Conditions”) that govern your use of the Website, and the services provided or offered to users on the Website (“User Services”). Our policy relating to the capture and use of personal data, (“Privacy Policy”) as detailed on the Website forms a part of the Conditions. It is important that you read and understand the Conditions before you start to use the Website. You can print and keep a copy for your reference.

Reference to “our”, “us” and “we” on the Website is a reference to BCSG unless stated otherwise.

These Conditions (and all communications) are in English and governed by, and will be construed in accordance with the law of England & Wales, and the Courts of England & Wales shall have jurisdiction to determine any disputes concerning the meaning or application of these Conditions.

Using the Website

The Website is for use only in relation to legal issues in the specified jurisdictions of the United Kingdom of Great Britain & Northern Ireland. Which for the avoidance of doubt are England & Wales, Scotland & Northern Ireland as specified on the Website and/or the Documents (“the Jurisdiction”).

The content of the Website is provided for information only, and does not constitute advice or a recommendation to you that the products and services provided or advertised on the Website are suitable for you in your circumstances.

Reasonable efforts will be made to keep the Website available for use; however access is not guaranteed to be available all the time. We will not be liable for any periodic unavailability of the Website.

Due to the nature of the Internet and the possibility of third party interference, the Website is not guaranteed to be free of all technical defects of any description (including but not limited to viruses, worms or trojan horses) or any forms of computer misuse (including but not limited to hacking). We will not be liable for any damage or loss caused as a result of your use of the Website. You acknowledge that you are responsible for taking back up copies of your data and taking appropriate precautions to protect your computer systems against technical defects or computer misuse.

If there are links from the Website to other websites operated by third parties, we do not guarantee you will be able to access the other websites via any link on the Website. We do not guarantee the content or accuracy of any third party’s website, nor do we accept any responsibility for your use of that website.

THE USER SERVICES

Who provides the User Services

The User Services are provided by the individual service providers identified below. They are responsible for the service that they provide to you, including any advice you may receive from them. All User Services are provided on the service providers’ own terms and conditions.

The Law Guide and the Document Preparation Service is provided by Epoq Legal Limited (“ELL”), company number 3707955, whose registered office is at Middlesex House, 29-45 High Street, Edgware, Middlesex, HA8 7UU.

The Law Guide

ELL does not provide legal advice. The information contained in the Law Guide is for guidance and information only, is not to be construed as advice and may not in all cases be jurisdiction specific.

Although every effort is made to ensure that the Law Guide is accurate and reflects the law at the time of use, it may or may not reflect current events or changes in the law.

Before you act or rely on the Law Guide, you should take advice. We and ELL disclaim all liability for actions taken or not taken based on the Law Guide.

Legal Review of documents created using the Document Preparation Service is provided by First Assist Services Limited (“FirstAssist”), company number 1404718, whose registered office is at 17 Rochester Row, London, SW1P 1QT.

Document Preparation Services

A “Document Preparation Service” means the provision by ELL to you of access to the System to enable you to draft a Document.

A “Document” means a legal or other document drafted by you using the System.

The “System” means the document assembly and drafting system that asks you a series of questions for the purpose of collecting relevant information and data to complete your Document.

Neither we nor ELL accept any responsibility for any Document drafted by you using the System. You alone are responsible for ensuring that the answers or any information that you input into the System are correct (including information in relation to the identity of any parties or signatories, their age or capacity).

You must carefully check that the Document produced fully reflects your wishes. If it does not, you should not execute it. It is your responsibility to ensure that any Document is properly executed in accordance with any instructions that are provided to you.

Documents specify the Jurisdiction in which they are suitable to be used. You should not use them in any other Jurisdiction.

All Documents should be used in conjunction with proper advice as to their application and adaptation to your particular circumstances. Neither we nor ELL can be responsible if you use a Document without seeking proper advice as to its application and adaptation, or if you alter or amend it.

We recommend that before reusing a Document you check the Website to ensure that you have the latest version. If you do not, and ELL has replaced it with a revised version, it is recommended that you select the latest version.

Documents completed online will be stored for a maximum period of 6 years. After this period you may not be able to obtain access to your Documents, and they may be deleted. ELL reserve the right to levy a reasonable recovery charge in respect of any Documents that can be recovered. If you have not logged in to the Website for a period of 12 months or more, then ELL reserve the right to store your documents offline and levy a reasonable recovery charge for you to access them again.

DOCUMENT REVIEW SERVICE

Once a document has been drafted using the document preparation service, subject to the payment of additional charges as clearly detailed on the Website and/or within MyBusinessWorks, you may send it electronically for review by FirstAssist (who may contact you by telephone to clarify your requirements). When discussing a document with FirstAssist over the telephone, you must have it visible on-screen or printed out.

When FirstAssist advise you on the preparation of any document they will exercise reasonable care in the provision of this service to you. They will perform work as quickly as reasonably possible, but they shall not be liable in respect of any failure to meet any specified deadline or completion date.

FirstAssist will endeavour to answer any questions you have sent them with your document, review the document for its suitability to your intended purpose, and advise you what changes you may need to make to the document to make it suitable for your requirements. FirstAssist do not make alterations to the documents themselves. Please note that FirstAssist do not proof read all data you have input to the document for typographical errors.

Neither will we, ELL nor FirstAssist have any responsibility or liability for:

  • Verifying your answers or any information given by you when using the document preparation service;
  • Any alterations made by you or on your behalf to a document once it has been returned to you by FirstAssist, unless such alteration has been approved by FirstAssist;
  • Supervising or checking the due and proper execution of any document;
  • Any use of a document outside of the jurisdiction of the United Kingdom;
  • Any adverse consequences if you use any document without taking appropriate legal advice as to its suitability for your particular circumstances;
  • Undertaking any future review of any document or providing any advice, legal or otherwise, as to the continuing effectiveness for legal, taxation or any other purpose of any document.

USER SERVICES TERMS

Registering for user services

If you are an individual you must be aged 18 years or over to use the User Services.

Only when you have registered your MyBusinessWorks you will be given full access to the Website and be able to use the Law Guide and the Document Preparation Services. Use of the Document Review Service it subject to the payment of additional charges as clearly detailed on the Website and/or in MyBusinessWorks.

The use of the User Services is for your business use only (including any authorised person on behalf of the business). You shall not permit any other party to have access to the User Services or to use the User Services. If you breach this term we can, without notice, revoke your ability to use the User Services.

Solicitor/client relationship

We are not a firm of solicitors and do not provide solicitor services. No solicitor/client relationship is established by use of the Website. Sending or receiving information through the Website does not establish a solicitor/client relationship.

Support Helpline

We will provide a customer support helpline for queries related to the Website and the User Services (0845 60 80 280) and e-mail support (support@mybusinessworks.co.uk) between 9.00am and 5.30pm Monday to Friday (with the exception of on English Bank or public holidays). We will use reasonable efforts to answer your query. Calls may be monitored and/or recorded for training purposes. Where necessary and/or appropriate we may at our discretion have ELL respond directly to you.

If you have a complaint with either the Website or the User Services please contact us in the first instance and your complaint will be investigated fully and you will receive a prompt reply. Where necessary and/or appropriate we may at our discretion have ELL or FirstAssist respond directly to you.

DISCLAIMER & LIMITATIONS

Any claim in respect of breach of contract, or for negligence or in any other way for or related to the provision or failure to provide a User Service shall be against the applicable provider of the User Service.

If either we or ELL is held liable for any loss or damage to you for or in relation to the provision of or failure to provide a User Service, whether in contract, negligence or any other type of liability, such liability shall in all cases be limited to the payment of an amount not exceeding the total payments made by you over the previous 12 month period with regards to accessing the Website and the User Services, in respect of any one claim or series of connected claims.

You acknowledge that the exclusions and/or limitations in these Conditions are reasonable having regard to the fact that the Website, the Law Guide and Document Preparation Services are freely accessible and available at no additional cost.

INTELLECTUAL PROPERTY

Use of the Website and User Services is subject to the notices of ownership of intellectual property rights detailed from time to time on the Website.

All rights in either, design, text, graphics and other materials on the Website are the copyright of Epoq Group Ltd (“EGL”), company number 42651146, whose registered office is at Middlesex House, 29-45 High Street, Edgeware, Middlesex HA8 7UU or BCSG as the case may be.

“RAPIDOCS”, “MYLAWYER” and the “RAPIDOCS” and “MYLAWYER” logos are either UK registered trademarks or other trademarks of EGL.

Rapidocs software featured on the Website is copyright EGL. Reproduction of part or all of the content of the Website in any form is prohibited. Other software reproduced in and on the Website is copyright EGL. You may not use (other than as is expressly or impliedly licensed), resell, reverse engineer, decompile or otherwise modify such software.

Copyright in the content of the Law Guide and the Documents belong to ELL.

OTHER CONDITIONS

We shall not be liable for any failure to provide or delay in providing any service resulting from circumstances or events outside of our control, for example due to strikes and other industrial disputes, breakdown of systems or network access, fire or explosions, or power failure.

Telephone technical support will be available in accordance with the times advertised on the Website. You may contact the helpline on the number provided from time to time. Calls may be recorded for training and monitoring purposes.

If any part of these Conditions (and/or notices on the Website) is found to be invalid or unenforceable, then such part will be deemed replaced by a valid and enforceable provision that most closely matches the intent of the original part and the remainder of the provision shall continue in full force and effect.

We reserve the right to change the Conditions under which the Website or any User Service is offered.

No forbearance or delay by us in enforcing the provisions of these Conditions will prejudice the rights, powers or remedies available to us; and such rights, powers or remedies will be cumulative.

You may not assign, subcontract or otherwise transfer any rights or obligations under these Conditions, whether in whole or in part, without our prior written consent. We shall be able to assign the benefit of all or part of the Conditions to any company or other entity which is from time to time a subsidiary or a holding company of BCSG within the meaning of Section 1159 of the Companies Act 2006, or an associated body corporate of ELL within the meaning of Section 256 of the Companies Act 2006.

Headings in these Conditions are for convenience only and shall not affect their interpretation.

These Conditions represent the entire agreement between us and you shall not attempt to rely upon any prior understanding or representation, which may have been reached or made.

Your acceptance of these Conditions signifies your consent and agreement to them.

Terms and Conditions

Decho Technology International Licence and Service Agreement

This agreement (the “Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and Decho Technology International Limited, an Irish company with its registered address at 70 Sir Rogerson’s Quay, Dublin 2, Ireland (“Decho”). This Agreement governs your use of the MozyPro Backup Client software distributed with this Agreement, including any updates that may be provided to you and any accompanying written documentation (the “Software”) and the MozyPro backup service (“Service”).

Although Decho may, in its sole discretion, update and maintain the Software, it is under no obligation to do so other than as expressly provided in this Agreement.

PRIVACY AND COMMUNICATIONS

By entering into this Agreement, you agree to Decho’s collection, use and disclosure of your Personal Data in accordance with the Decho Privacy Policy, which is incorporated into this Agreement by reference.

ACCOUNTS, PASSWORDS, AND SECURITY

You must be a registered user to access the Service. You are responsible for keeping your password secure. You will be solely responsible and liable for any activity that occurs under your user name. If you lose your password or the encryption key for your account, you may not be able to access your data. You must notify Decho immediately of any unauthorized use of your account or any other breach of security regarding the Service or the Website that comes to your attention. If Decho concludes that there has been or is likely to be a breach of username or password security Decho may (at its sole discretion):

(a) suspend your username(s) and passwords; and

(b) require you to change any or all of the username(s) and/or password(s) you use in connection with the Service.

ACCEPTABLE USE AND CONDUCT

You are responsible for your, your company’s and/or your customers’ conduct, use of the Service and the consequences of any failure by you to comply with the terms and conditions of this Agreement. The Software and Service are made available to you, your company, and/or your customers for use in compliance with all applicable laws, rules and regulations. Such use must not infringe or violate third party rights.

Without prejudice to the generality of the above, you, your company and/or your customers may not:

(a) use the Software or Service to upload, store or transmit files that:

(i) infringe the intellectual property or other rights of third parties (for example, illegal copies of music tracks, TV programming and / or movies);

(ii) contain any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, racially, ethnically or otherwise objectionable material of any kind;

(iii) contain viruses, “Trojan Horses”, worms, cancelbots, corrupted files or other such similarly destructive features;

(iv) are data and / or files that are not directly related to business use and supporting Your business activities;

(b) otherwise in any way damage, disable or impair the operation of the Software or the Service, or attempt to do any of the same; or

(c) gain or attempt to gain unauthorized access to the Software or Service, or to networks connected to it, or to content stored or delivered through it, by any means, including by hacking, spoofing or seeking to circumvent or defeat any firewalls or other technological or other protections or security measures. Any unauthorized use of any Decho computer system is a violation of this Agreement and applicable laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.

CONSENT TO COLLECT PERSONAL DATA, NON-PERSONALLY IDENTIFIABLE STATISTICAL INFORMATION AND PERFORMANCE METRICS; USE AND DELETION OF DATA

When you use the Software and/or Service we may request and/or you may provide certain personal data.

The Software and Service may also collect certain technical and statistical non-personally identifiable information that resides on your computer, including, without limitation, statistics relating to how often backups are started and completed, performance metrics relating to the Software, and configuration settings.

The personal data and other information sent to/collected by Decho will be used by Decho in accordance with the Decho Privacy Policy.

When your account is terminated for any reason or you delete a particular device or machine associated with your account, you agree that we may delete any data that you have stored, which is associated with the relevant account and/or machine. [BCSG acknowledges that the foregoing shall be subject to the provisions of Schedule 1]

CHANGES TO THE SERVICE AND TERMS AND CONDITIONS

Decho reserves the right at any time to modify, suspend, or discontinue providing the Service or any part thereof in its sole discretion with or without notice.

Decho will use commercially reasonable efforts to notify you of modification, suspension, or discontinuance of the Service either by sending an email to the email address you provide with your registration or by a posting on the Mozy.com website. However, in no event will Decho be liable to you or to any third party for any modification, suspension or discontinuance of the Service with or without notice.

Decho reserves the right at any time to modify this Agreement in its sole discretion, without liability to you. This Agreement, as amended, will be effective upon acceptance of registration for new users and effective for all existing users 15 days after the posting of any amended terms on the Mozy.com website. You agree to be bound by this Agreement, as modified. If you do not agree to any changes to this Agreement, you must terminate your account immediately.

Please review the most current version of this Agreement from time to time, located at https://mozy.com/mozy/terms?product=pro (or such successor URL as Decho may provide), so that you will be apprised of any changes.

USE OF SOFTWARE

Subject to the terms and conditions of this Agreement, Decho grants you a non-exclusive, non-transferable and non-sublicensable licence for the term of this Agreement to install and execute copies of the Software (in executable code form only) on your own, your company’s and/or your customers’ computers and only for the purpose of accessing and using the Service. Certain third party code may be provided with the Software. The third-party licence terms accompanying such code, and not the terms of this Section, will govern your use of such code.

The Software and its structure, organization, source code, and documentation contain valuable trade secrets of Decho and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute the Software and/or Service or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Software or Service, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or Service except that you may decompile the Software only to the extent permitted by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the Software or with another program and such information is not readily available from Decho or elsewhere, (4) extract portions of the Software’s files for use in other applications, or (5) remove, obscure, or alter Decho’s or any third party’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software or Service.

INTELLECTUAL PROPERTY

You acknowledge that Decho or third parties own all right, title and interest in and to the Software and Service, portions thereof, or software or content provided through or in conjunction with the Software or Service, including without limitation all intellectual property rights. Except for the licence granted in this Section, all rights in and to the Software and Service are reserved, and no implied licenses are granted by Decho. If you have comments on the Software or Service or ideas on how to improve them, please visit http://mozy.com/feedback.html. Please note that by doing so, you also grant Decho a perpetual, royalty-free, irrevocable, transferable licence, with right of sublicense, to use and incorporate your ideas or comments into the Software or Service (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without compensation.

WARRANTIES, INDEMNITIES AND DISCLAIMERS

Nothing in these terms and conditions excludes, restricts or affects your statutory rights.

The Service will be provided to you with reasonable skill and care. In this context, you specifically acknowledge and accept that the Service, as with other internet applications, is not capable of being 100% secure and Decho does not guarantee the prevention or detection of any unauthorized attempts to access your data through the Service, the Website and/or our other systems and services.

Decho also cannot be held responsible for any loss or corruption of data or any unauthorized access of such data that takes place over third party systems and services used by you to transmit the data to or retrieve the data from Decho. It is also entirely your responsibility to protect your computer from computer viruses by installing and updating adequate anti-virus software.

Without prejudice to any other provision of this agreement, if a failure with the Website, the Software, the Service, and other content, information, material, software or other items or services made available or provided by Decho through the website or the service (“Other Materials”) materially or permanently prevents you from accessing or retrieving any data that you have stored through the Service, then Decho shall, at our option either (a) resolve the issue or (b) refund to you that proportion of the price you paid for the Service which is reasonably attributable to the data in question, taking into account its size relative to the total volume of data stored by you during the term of this agreement. To the maximum extent permitted under applicable law, such resolution or refund is Decho”s entire liability and your exclusive remedy relating to any such failure.

TO THE FULLEST EXTENT PERMITTED BY LAW, DECHO AND ANY THIRD PARTY SOFTWARE AND SERVICE SUPPLIERS, EXCLUDE ALL OTHER EXPRESS OR IMPLIED TERMS AND CONDITIONS, CONDITIONS, WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO THE WEBSITE, THE SOFTWARE, THE SERVICE AND/OR OTHER MATERIALS INCLUDING WITHOUT LIMITATION THOSE AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES OR OTHER TERMS REGARDING THE AVAILABILITY, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE OR SERVICES.

DECHO SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE ILLEGAL, INCORRECT OR INAPPROPRIATE USE OF THE WEBSITE, THE SOFTWARE, THE SERVICE AND/OR OTHER MATERIALS BY YOU OR ANYONE ELSE USING YOUR ACCOUNT.

DECHO MAY REQUIRE YOU TO REIMBURSE US FOR ANY REASONABLE AND FORESEEABLE LOSSES, COSTS, EXPENSES, DAMAGES OR OTHER LIABILITY THAT DECHO INCURS AS A DIRECT RESULT OF THE MISUSE OF THE WEBSITE, THE SOFTWARE, THE SERVICE AND/OR ANY OTHER MATERIALS EITHER BY YOU OR BY SOMEONE USING YOUR ACCOUNT. FOR THE PURPOSE OF THIS PARAGRAPH, “MISUSE” SHALL BE CONSTRUED AS INCLUDING (I) ANY USE OF THE WEBSITE, THE SOFTWARE, THE SERVICE AND/OR OTHER MATERIALS THAT IS IN BREACH OF THIS AGREEMENT (INCLUDING THE PRIVACY POLICY); AND/OR (II) ANY USE OF THE WEBSITE, THE SOFTWARE, THE SERVICE AND/OR OTHER MATERIALS IN CONNECTION WITH WHICH DECHO IS REQUIRED TO DEFEND ITS OWN INTERESTS BEFORE A COURT, GOVERNMENT AGENCY, INDUSTRY REGULATOR, SELF-REGULATORY BODY OR SIMILAR MEMBERSHIP ORGANIZATION, OR DISPUTE RESOLUTION BODY AND/OR INCURS ANY LOSSES, COSTS, EXPENSES, DAMAGES OR OTHER LIABILITY IN CONNECTION WITH ANY THREATENED OR ACTUAL CIVIL, CRIMINAL OR ADMINISTRATIVE PROCEEDINGS.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL DECHO, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE OR SERVICE, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF DECHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). WITHOUT LIMITING THE FOREGOING, SAVE IN THE CASE OF DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, OR WHERE WE HAVE ACTED FRAUDULENTLY, THE TOTAL AGGREGATE LIABILITY OF DECHO, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO DECHO FOR THE SOFTWARE OR SERVICES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE OR SERVICE, FROM INABILITY TO USE THE SOFTWARE OR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

THE SOFTWARE AND SERVICE ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND YOU AGREE THAT DECHO WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE SOFTWARE.

MISCELLANEOUS PROVISIONS

Your ability to use the Website, the Software and/or the Service will depend on your geographical location, and whether you have appropriate technical equipment, including connectivity and bandwidth, available to you to download software and use the Service properly, as well as other factors. Please see our Help page for further details http://support.mozy.com/docs/en-user-pro-win

It is recommend that you check, and you are responsible for checking, that you have all necessary equipment, internet connectivity and systems properly to download the Software and use the Website, the Software and/or the Service.

You acknowledge and agree that the Software which is the subject of this Agreement may be controlled for export purposes. You agree to comply with all United States export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. If you are located in a country subject to embargo by the United States government, you are not entitled to use the Software or Service.

This agreement will be governed by and construed in accordance with the laws of England, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

The failure of Decho to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.

This Agreement, which incorporates the Decho Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Decho.

All disputes arising out of this Agreement will be subject to English law, and the parties agree and submit to the personal and exclusive jurisdiction and venue of the English courts, except that nothing will prohibit Decho from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.

You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of Decho. Decho may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.

Contacting Decho

Users with questions about this Agreement or the Privacy Policy may contact Decho via email: eula@decho.com

SINGLE USER LICENCE AGREEMENT

These terms and conditions are important. You should read them carefully and in their entirety as they set out our commitments to you and your commitments to us.

1. Definitions

The following words where used in this Agreement shall have the meanings set out below unless the context requires otherwise:

“Agreement” means these terms and conditions;

“Licensed Courseware” means your selection of training courses and/or videos covering business and/or technical skills which are accessed via the Service;

“Mindleaders” means Mindleaders.com Inc, the third party supplier of the Licensed Courseware;

Mindleaders’ Site means Mindleaders’ website accessible at http://central.mindleaders.com/lms/login.jsp?siteid=freese001a2 or such other URL as may be notified to you from time to time;

“Service” means the provision of online access to the Licensed Courseware via Mindleaders’ Site or such other website (including the Site) as may be notified to you from time to time;

“Site” means the website accessible at http://www.mybusinessworks.co.uk or such other URL as may be notified to you from time to time;

“Updates” means a modification to or a new version of the Licensed Courseware;

“Use” means to load, execute, store, transmit, display, (for the purposes of loading, execution, storage, transmission or display) or otherwise utilise the Licensed Courseware for your legitimate business purposes;

“We” and “Us” means Business Centric Services Group Limited, (company number 06564282) whose registered office is at 15 Bunhill Row, London, EC1Y 8LP; and

“You”, “Your” and “Yours” means the individual natural person as entered in the request form as part of your request for access to the Service.

In this Agreement, unless the context requires otherwise, the terms “including” and “includes” shall be understood to mean “including without limitation” and “includes without limitation” respectively; and words of a technical nature shall be construed in accordance with general trade usage in the computer industry in England;

2. Service

We, or our licensor, Mindleaders, are the exclusive owners of the Licensed Courseware. Mindleaders provides the Licensed Courseware and we license its Use to you as provided in this Agreement. Title to the Licensed Courseware, or any copy, modification or merged portion of the Licensed Courseware, shall at all times remain with us or Mindleaders.

Once you are receiving the Service we may send you further information about the Service.

3. Licence and Licence Restrictions

We grant to you a temporary, non-exclusive, non-transferable license for you to access the Licensed Courseware.

The rights of access granted in this License Agreement are provided only to you. You are the only person who may view or access the Services throughout the term of this Agreement.

If you wish to Use the Licensed Courseware otherwise than as provided for by the type of licence you have subscribed for, you must subscribe for the appropriate type of licence prior to commencing any such Use.

Plug-ins and other executable files downloaded to you when you display the Licensed Courseware may be Used following the end of the license term, but only for your own individual use.

Other than as permitted under this Agreement you shall not and shall not allow anyone else to:

(a) Use, copy, transfer, sell, sub-licence, lease, mortgage, rent, loan, publish, distribute or otherwise make the Licensed Courseware (or any part of it) available to any other person, whether or not for commercial gain;

(b) Use the Licensed Courseware (or any part of it) for the provision of any computer bureau, remote hosting or ASP services or in any other configuration that permits a third party (including any other person, business or company within your group or in any way connected to you) to Use the Licensed Courseware other than under the provisions of a valid licence with us;

(c) provided that nothing in this Agreement shall prevent you from exercising your rights under sections 50A-C of the Copyright, Designs and Patents Act 1988 (as amended from time to time) you shall not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Licensed Courseware, provided however that in the case of decompilation, you may decompile the Licensed Courseware only if it is essential to do so in order to achieve interoperability of the Licensed Courseware with another software program (“Permitted Purpose”). The information obtained by you during decompilation may be used only for the Permitted Purpose and may not be disclosed or communicated to any third party to whom it is not necessary to disclose or communicate such information without our prior written consent and may not be used to create any software which is substantially similar to the expression of the Licensed Courseware nor used in any manner which would be restricted by copyright. Prior to undertaking any decompilation, you shall notify us of the information you require for such purpose and we may at our discretion provide such information to you for the Permitted Purpose; or

(d) remove, change or obscure any of our, or any third party proprietary notices, labels or marks associated with the Licensed Courseware or documentation.

Subject to our discretion you are entitled to receive free of charge Updates for the Licensed Courseware as and when made available by Mindleaders for you. These will be delivered to you using such means as we may in our sole discretion determine.

We reserve the right to introduce any substitute or replacement Licensed Courseware which fulfils materially the same functions as the Licensed Courseware which it substitutes or replaces. You agree to use the Service (a) in compliance with all instructions provided for their use, (b) in compliance with all applicable laws, (c) for no other purpose than that for which they are designed and (d) otherwise in a careful manner.

4. Your Responsibilities

It is your responsibility to ensure that your PC has as a minimum the system requirements listed on Mindleaders’ Site or the Site or otherwise notified to you from time to time.

MindLeaders Cookies:

Sign-On sets a Student ID cookie and several session cookies. Student preferences, including simulation preferences, are stored in persistent cookies.

Cookies are required for answering course questions and tracking student progress

Cookies (excluding preferences) are deleted each time the browser is closed

It is also your responsibility to ensure that you have access to the internet and to ensure that any security or other configurations of your PC do not interfere with your access to the Service and/or any Licensed Courseware.

Your userId, SiteUrl, password and self-registration key are for your use only and you must keep these secret. You may not disclose, sell or transfer your UserId, SiteUrl, Password and self-registration key to anyone else.

It is also your responsibility to ensure that you notify us promptly of any changes to your details to allow us, amongst other things, to comply with applicable laws.

5. Term

This Agreement shall commence upon the date that you register for the Service and shall continue for the duration of your subscription to the MyBusinessWorks product as provided via the Site.

6. Liability

Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence or for any fraudulent misstatement we make.

You expressly acknowledge and agree that under no circumstances will we be liable to you (whether for breach of contract, in tort (including negligence), under statute or otherwise howsoever arising, for any loss of profits, revenue, contracts, business, anticipated savings, data or for any damage to your goodwill or reputation, for any lost opportunities or for any special, indirect or consequential loss arising out of or in connection with this Agreement or its subject matter.

Our entire liability and your exclusive remedy under the warranties set out in this Agreement or otherwise arising out of or in connection with this Agreement or its subject matter (whether for breach of contract, in tort (including negligence) under statute or otherwise howsoever arising) shall be, at our discretion to:

(a) repair or replace the Licensed Courseware or part of it which does not conform with the warranty; or

In the event that any exclusion in the second paragraph in this section 6 is held to be invalid for any reason and we become liable for loss or damage that may lawfully be limited, such liability shall be limited to the aggregate liability set out in the third paragraph in this section 6.

7. Service Provision

We will provide the Service and the Licensed Courseware with reasonable skill and care. However, you should note that:

(a) where necessary we may limit or suspend the Service and/or the Licensed Courseware or any part thereof for short periods of time without notice to carry out system maintenance, upgrading, testing and/or repairs;

(b) in order to continue to provide and to improve the Service and/or the Licensed Courseware or any part thereof, we reserve the right at our discretion to make changes to any part of the Service and/or any Licensed Courseware as a result of our policy of updating and improving the Service or for technology, security, legal or regulatory reasons and you agree to accept all such changes;

(c) we cannot be held responsible for any disruption to or suspension of the Service and/or the Licensed Courseware or any part thereof which is attributable to an event beyond our reasonable control or for any unavailability of the internet or telecommunications services necessary to access the Service and/or the Licensed Courseware or any part thereof.

8. Termination.

We may terminate this Agreement, and in so doing your use of the Service and/or any Licensed Courseware immediately on written notice if, in our reasonable opinion, you have committed a material breach of this Agreement including making or permitting the making or sending from equipment under your control of malicious, fraudulent or hoax calls or emails (as the case may be) to any helpline or email facility which forms part of any support services or if you are subject to any insolvency event (unless for the purpose of a solvent corporate reconstruction).

9. Back-Ups

We strongly recommend that you back-up any data you use or generate in connection with your use of the Service and/or the Licensed Courseware.

Please note that following termination of this Agreement, you will not have access to any areas of the Service or the Licensed Courseware.

10. General Warranties

Nothing in this Agreement shall reduce your statutory rights in relation to any fault or misdescription in the Service or any Licensed Courseware or for any failure to provide the Service or any Licensed Courseware with reasonable skill and care. In all other respects and to the fullest extent permitted by law we exclude all representations, conditions or warranties whether express or implied (by statute or otherwise) relating to the Service and any Licensed Courseware. Without limiting the foregoing:

(a) we exclude any representation, condition or warranty that a) the operation of the Service and/or any Licensed Courseware will be uninterrupted or error free, b) the Service and/or Licensed Courseware will function precisely as described in any documentation, c) the Service and/or any Licensed Courseware will meet your requirements or expectations or is or are suitable for your particular business needs, or that d) the Mindleaders Site and the Site are free from infection by computer viruses;

(b) while Mindleaders has made reasonable efforts to verify the accuracy of the information contained in the Licensed Courseware and to ensure that they are appropriate for use by businesses in England and Wales, neither the Service nor any Licensed Courseware constitute professional advice of any description (whether legal, accounting, tax, investment or other advice). Furthermore, the Licensed Courseware has not been tailored for your specific needs. Accordingly, you acknowledge and accept that the Service and the Licensed Courseware do not constitute, and are no substitute for, professional advice. We strongly recommend that you seek professional advice from a suitable, qualified professional adviser before taking or refraining from taking any action based upon the Service and/or the Licensed Courseware.

To the fullest extent permitted by law a) except as specifically stated in this Agreement, all Licensed Courseware are provided “as is” and there are no warranties or conditions (express or implied, arising by statute or otherwise in law or from a course of dealing or usage of trade) for the Licensed Courseware; b) the entire risk as to satisfactory quality, performance, accuracy, and effort is with you, the user; and c) we and our licensor, Mindleaders, disclaim all implied warranties and conditions of quality or fitness for any purpose, particular, specific or otherwise.

11. Personal Data

We may use personal information to provide our services, for assessment and analysis (including credit scoring, product analysis and performance analysis) and to develop and improve our services and to protect our interests.

We may pass your data to Mindleaders to allow them to deliver their products and services to you but do not share personal information, for the purposes of marketing, with third parties, without your prior consent.

Full details of how we use your data can be found in our privacy policy that is on our Site at http://www.bcsg.com/privacy-policy.html.

Please note that we will retain your data for a period of one year after termination of this agreement to enable reactivation of the Service at a later date.

12. General

We may appoint agents and assign or sub-contract the whole or any part of our rights and/or obligations contained in this Agreement at any time.

You may not assign, sublicense, subcontract, charge, transfer or authorise transfer of this Agreement.

If any term or condition of this Agreement becomes or is declared illegal, invalid or unenforceable for any reason, such term or condition shall be severable from this Agreement and shall be deemed to be deleted without effect to the remainder of this Agreement.

A failure to exercise or delay in exercising a right or remedy in connection with this Agreement shall not constitute a waiver of that or any other right or remedy. A waiver of a breach of this Agreement shall not constitute a waiver of any other breach of this Agreement.

These terms and conditions may be amended by us at any time and where this affects your rights and obligations we will notify you of any amendment by placing a notice in a prominent place on our Site or by email to the address provided to us by you. If you do not agree with the amendment you should stop using the Service. If you continue to use the Service and/or any Licensed Courseware following notification of an amendment to these terms and conditions, the amended Agreement will apply to you.

Except for any agent, assignee or subcontractor referred to in the first paragraph in this section, you acknowledge that Mindleaders is an intended beneficiary of certain provisions of this Agreement including those which address the protection of proprietary rights and intellectual property rights in the Licensed Courseware and those which set out the scope of authorised Use of the Licensed Courseware. Mindleaders shall have the right, (subject to our prior written consent, not to be unreasonably withheld), to enforce and rely upon the rights set out in sections 3, 4, 6, 10 and 13 of this Agreement and shall exercise that right in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the “Act”). This Agreement may be varied in accordance with its terms without the consent of Mindleaders or any other third party and section 2(1) of the Act shall not apply. Except as set out above, a person who is not a party to this Agreement has no rights under the Act to enforce any term of this Agreement but this does not affect any right or remedy that exists or is available apart from that Act.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each party hereby submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.

13. Export Limitations

None of the Licensed Courseware or underlying information or technology may be displayed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Libya, Iraq, Sudan, North Korea, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By agreeing to the terms of this Agreement, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

DOMAIN REGISTRATION AGREEMENT

Before you register for a thisEcho Product or Service, you must read and agree to the following terms and conditions and policies, including any future amendments (collectively, the “Agreement”):

thisEcho may, in its sole discretion, modify or revise these terms and conditions and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use thisEcho Products or Services.

1. IN THIS REGISTRATION AGREEMENT

(“Registration Agreement”), “Registrant”, “you” and “your” refers to the Registrant or user of each domain name registration, “we”, “us” and “our” refers to Tucows.com Co., and “Services” refers to the domain name registration services provided by us as offered through thisEcho, the Registration Service Provider (“Reseller”). Any reference to a “registry,” “Registry” or “Registry Operator” shall refer to the registry administrator of the applicable top-level domain (“TLD”). This Registration Agreement explains our obligations to you, and explains your obligations to us for the Services. By agreeing to the terms and conditions set forth in this Registration Agreement, you are also agreeing to be bound by the rules and regulations set forth by a registry for that particular registry only.

2. SELECTION OF DOMAIN NAMES

You acknowledge and agree that we cannot guarantee that you will obtain a desired domain name, even if an inquiry indicates that a domain name is available at the time of your application. You represent that, to the best of the your knowledge and belief, neither the registration of the domain name nor the manner in which you intend to use it, infringes upon the legal rights of a third party and further, that the domain name is not being registered for, nor shall it at any time whatsoever be used for, any unlawful purpose. During the period following registration of a domain name and the appointment of active name servers, we may post a stagnant web page and any revenues generated from same shall be for our own account.

3. FEES

As consideration for the Services, you agree to pay Reseller the applicable service(s) fees prior to the effectiveness of a desired domain name registration or any renewal thereof. All fees payable hereunder are non-refundable even if your domain name registration is suspended, cancelled or transferred prior to the end of your current registration term. As further consideration for the Services, you agree to: (1) provide certain current, complete and accurate information about you as required by the registration process, and (2) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information (“Account Information”). You represent that the Account Information and all other statements put forth in your application are true, complete and accurate. Both Tucows and each registry reserves the right to terminate your domain name registration if: (i) information provided by you or your agent is false, inaccurate, incomplete, unreliable, misleading or otherwise secretive; or (ii) you have failed to maintain, update and keep your Account Information true, current, complete, accurate and reliable. You acknowledge that a breach of this Section 3 will constitute a material breach of our Registration Agreement, which will entitle either us or a registry to terminate this Registration Agreement immediately upon such breach without any refund and without notice to you.

4. TERM

This Registration Agreement will remain in effect during the term of your domain name registration as selected, recorded and paid for at the time of registration or any renewal thereof. Should the domain name be transferred to another registrar, the terms and conditions of this Registration Agreement shall cease.

5. MODIFICATIONS TO REGISTRATION AGREEMENT

You acknowledge that the practice of registering and administering domain names is constantly evolving; therefore, you agree that Tucows may modify this Registration Agreement, or any other related and/or applicable agreement, as is necessary to comply with its agreements with ICANN, a registry or any other entity or individual, as well as to adjust to changing circumstances. All amendments to this Registration Agreement will be posted on our website. Your continued use of the domain name registered to you will constitute your acceptance of this Registration Agreement with any revisions. If you do not agree to any change, you may request that your domain name registration be cancelled or transferred to a different accredited registrar. You agree that such cancellation or request for transfer will be your exclusive remedy if you do not wish to abide by any change to this Registration Agreement, or any other related and/or applicable agreement.

6. MODIFICATIONS TO YOUR ACCOUNT

In order to change any of your account information with us, you must use the Account Identifier and Password that you selected when you opened your account with us or the Reseller. You agree to safeguard your Account Identifier and Password from any unauthorized use. In no event shall we be liable for the unauthorized use or misuse of your Account Identifier or Password.

7. NO GUARANTEE

You acknowledge that registration or reservation of your chosen domain name does not confer immunity from objection to the registration, reservation or use of the domain name.

8. DOMAIN NAME DISPUTES

You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified in the dispute policy adopted by the applicable registry. You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions contained in the applicable policy. If Tucows is notified that a complaint has been filed with a judicial or administrative body regarding your domain name, Tucows may, at its sole discretion, suspend your ability to use your domain name or to make modifications to your registration records until (i) Tucows is directed to do so by the judicial or administrative body, or (ii) Tucows receives notification by you and the other party contesting your domain that the dispute has been settled. Furthermore, you agree that if you are subject to litigation regarding your registration or use of your domain name, Tucows may deposit control of your registration record into the registry of the judicial body by supplying a party with a registrar certificate from us.

9. POLICY

You agree that your registration of the domain name shall be subject to suspension, cancellation, or transfer pursuant to a Tucows, registry, ICANN or government-adopted policy, or pursuant to any registrar or registry procedure not inconsistent with a Tucows, registry, ICANN or government-adopted policy, (1) to correct mistakes by us or a registry in registering the name or (2) for the resolution of disputes concerning the domain name.

10. AGENCY

Should you intend to license use of a domain name to a third party you shall nonetheless be the domain name holder of record and are therefore responsible for providing your own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the domain name. You shall accept liability for harm caused by wrongful use of the domain name. You represent that you will secure the agreement of any third party to the terms and conditions in this Registration Agreemen.

11. ANNOUNCEMENTS

We reserve the right to distribute information to you that is pertinent to the quality or operation of our services and those of our service partners. These announcements will be predominately informative in nature and may include notices describing changes, upgrades, new products or other information to add security or to enhance your identity on the Internet.

12. LIMITATION OF LIABILITY

You agree that our entire liability, and your exclusive remedy, with respect to any Services(s) provided under this Registration Agreement and any breach of this Registration Agreement is solely limited to the amount you paid for the initial registration of your domain name. Tucows and its directors, employees, affiliates, subsidiaries, agents and third party providers, ICANN and the applicable registries shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account identifier or password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Registration Agreement; (6) loss or liability resulting from the interruption of your Service. You agree that we will not be liable for any loss of registration and use of your domain name, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages.

13. INDEMNITY

You agree to release, indemnify, and hold Tucows, its contractors, agents, employees, officers, directors and affiliates, ICANN, the applicable registries and their respective directors, officers, employees, agents and affiliates harmless from all liabilities, claims and expenses, including attorney’s fees, of third parties arising out of or relating to the registration or use of the domain name registered in your name, whether used by yourself, licensed to a third party or pursuant to the Whois Privacy Service, including without limitation infringement by you or a third party with access to your Account Identifier and Password. You also agree to release, indemnify and hold us harmless pursuant to the terms and conditions contained in the applicable Dispute Policy. When we are threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a breach of your Registration Agreement and may result in the suspension or cancellation of your domain name. This indemnification obligation will survive the termination or expiration of this Registration Agreement.

14. TRANSFER OF OWNERSHIP

The person named as Registrant on the Whois shall be the registered name holder. The person named as administrative contact at the time the controlling account identifier and password are secured shall be deemed the designate of the Registrant with the authority to manage the domain name. You agree that prior to transferring ownership of your domain name to another person (the “Transferee”) you shall require the Transferee to agree, in writing to be bound by all the terms and conditions of this Registration Agreement. If the Transferee fails to be bound in a reasonable fashion (as determine by us in our sole discretion) to the terms and conditions in this Registration Agreement, any such transfer will be null and void.

15. RENEWALS AND FORFEITURE

Domain names are registered for a finite period of time. You will receive reminders immediately prior to the expiration of your registration inviting you to renew your domain name and specifying the amount of time you have to renew your domain name. In the event that you fail to renew your domain name in a timely fashion, your registration will expire and we may, at our discretion, elect to assume the registration and may hold it for our own account, delete it or we may sell it to a third party. You acknowledge and agree that your right and interest in a domain name ceases upon its expiration and that any expired domain name may be made available for registration by a third party.

If you fail to renew your registration, your domain name may cease to resolve and visitors to your site may be redirected to a default page informing them that the site is no longer in service. This parked or default page may feature advertisements posted by us for our own account.

If we, in our sole discretion, have elected to renew the registration, you will be entitled to a grace period of forty (40) days during which you may re-register the domain name from us. Additional costs for the redemption and re-registration will apply. During this grace period, we may post a parked page and/or may revise the “Whois” registration records to include either our information or that of your Reseller. The domain name also may be listed for auction and promoted as being available for auction. If the name is sold during any such auction, it will be acquired by a third party and will not remain available for re-registration by you after our stated grace period. If you do not re-register the domain name during the grace period, the auction sale will be concluded and ownership of the domain transferred to a third party.

If you fail to renew your domain name registration during the grace period, you acknowledge that you have abandoned the domain name and that it is available for sale and registration by any third party.

16. BREACH

You agree that failure to abide by any provision of this Registration Agreement, any operating rule or policy or the Dispute Policy provided by us, may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you. If within thirty (30) calendar days of the date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Registration Agreement, then we may delete the registration or reservation of your domain name. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other breach by you.

17. DISCLAIMER OF WARRANTIES

You agree that your use of our Services is solely at your own risk. You agree that such Service(s) is provided on an “as is,” “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Service(s) or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

18. INFORMATION

As part of the registration process, you are required to provide us certain information and to update us promptly as such information changes such that our records are current, complete and accurate. You are obliged to provide us the following information: (a) your name and postal address (or, if different, that of the domain name holder); (b) the domain name being registered; (c) the name, postal address, e-mail address, and voice, and fax (if available) telephone numbers of the administrative contact for the domain name; (d) the name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the billing contact for the domain name; and (e)the name, postal address, e-mail address, and voice, and fax (if available) telephone numbers of the technical contact for the domain name. Any voluntary information we request is collected in order that we can continue to improve the products and services offered to you through your Reseller.

19. DISCLOSURE AND USE OF REGISTRATION INFORMATION

You agree and acknowledge that we will make domain name registration information you provide available to ICANN, to the registry administrators, law enforcement agencies and to other third parties as applicable. You further agree and acknowledge that we may make publicly available, or directly available to third party vendors, some or all, of the domain name registration information you provide, for purposes of inspection (such as through our Whois service) or other purposes as required or permitted by ICANN and applicable laws. (a) You hereby consent to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by you in connection with the registration of a domain name (including any updates to such information), whether during or after the term of your registration of the domain name. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of your domain name registration information by us. (b) You may access your domain name registration information in our possession to review, modify or update such information, by accessing our domain manager service, or similar service, made available by us through your Reseller. (c) We will not process or maintain data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations which we describe in this Registration Agreement. (d) We will take reasonable precautions to protect the information we obtain from you from our loss, misuse, unauthorized disclosure, alteration or destruction of that information.

20. OBLIGATION TO MAINTAIN WHOIS

Your wilful provision of inaccurate or unreliable information, your wilful failure promptly to update information provided to us, or any failure to respond to inquiries by us addressed to the email address of the registrant, the administrative, billing or technical contact appearing in the Whois directory with respect to a domain name concerning the accuracy of contact details associated with the registration shall constitute a material breach of this Registration Agreement and be a basis for cancellation of the domain name registration. Any information collected by us concerning an identified or identifiable natural person (“Personal Data”) will be used in connection with the registration of your domain name(s) and for the purposes of this Registration Agreement and as required or permitted by ICANN or an applicable registry policy.

21. REVOCATION

We, in our sole discretion, reserve the right to deny, cancel, suspend, transfer or modify any domain name registration to correct a mistake, protect the integrity and stability of the company and any applicable registry, to comply with any applicable laws, government rules, or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal. You agree that we shall not be liable to you for loss or damages that may result from our refusal to register or cancel, suspend, transfer or modify your domain name registration.

22. INCONSISTENCIES WITH REGISTRY POLICIES

In the event that this Registration Agreement may be inconsistent with any term, condition, policy or procedure of an applicable registry, the term, condition, policy or procedure of the applicable registry shall prevail.

23. NON-WAIVER

Our failure to require performance by you of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

24. NOTICES

Any notice, direction or other communication given under this Registration Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to be given when an electronic confirmation of delivery has been obtained by the sender. E-mail notification to Tucows must be sent to lhutz@tucows.com. Any notice to you will be sent to the e-mail address provided by you in your Whois record. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. EST, otherwise it will be deemed to have been delivered on the next business day. In the case of regular mail notice, valid notice shall be deemed to have been validly and effectively given five (5) business days after the date of mailing Postal notices to Tucows shall be sent to:

Tucows.com Co.

Registrant Affairs Office

96 Mowat Avenue

Toronto, Ontario M6K 3M1

CANADA

Attention: Legal Affairs

and in the case of notification to you shall be sent to the address specified in the “Administrative Contact” in your Whois record.

25. ENTIRETY.

You agree that this Registration Agreement, the applicable dispute policy and the rules and policies published by Tucows and any applicable registry or other governing authority, are the complete and exclusive agreement between you and us regarding our Services.

26. NO THIRD PARTY BENEFICIARIES.

This Registration Agreement shall not be construed to create any obligation by either Tucows or Registrant to any non-party to this Registration Agreement. Enforcement of this Registration Agreement, included any provisions incorporated by reference, is a matter solely for the parties to this Registration Agreement.

27. GOVERNING LAW.

THIS REGISTRATION AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS REGISTRATION AGREEMENT MUST BE BROUGHT IN ONTARIO AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

28. INFANCY.

You attest that you are of legal age to enter into this Registration Agreement.

29. FORCE MAJEURE.

You acknowledge and agree that neither we nor the applicable registry shall be responsible for any failures or delays in performing our respective obligations hereunder arising from any cause beyond our reasonable control, including but not limited to, acts of God, acts of civil or military authority, fires, wars, riots, earthquakes, storms, typhoons and floods.

30. PRIVACY.

Information collected about you is subject to the terms of Tucows’ privacy policy, the terms of which are hereby incorporated by reference. Tucows’ privacy policy can be found at: http://opensrs.com/privacy/

31. CONTROLLING LANGUAGE.

In the event that you are reading this Registration Agreement in a language other than the English language, you acknowledge and agree that the English language version hereof shall prevail in case of inconsistency or contradiction in interpretation or translation.

32. TLD’S.

The following additional provisions apply to any domain names that you register through Tucows with the various registries:

(a) .com/net Domains: In the case of a “.com” or “.net” registration, the following terms and conditions will apply:

(i) Submission to UDRP. Registrant agrees to submit to proceedings under ICANN’s Uniform Domain Dispute Policy (“UDRP”) ( http://www.icann.org/dndr/udrp/policy.htm ) and comply with the requirements set forth by the Registry; these policies are subject to modification;

(ii) For the adjudication of disputes concerning or arising from use of the domain name, the Registrant shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant’s domicile, and (2) where Tucows is located, presently Toronto, Ontario.

(b).org Domains: In the case of a “.org” registration, the following terms and conditions will apply:

(i) Submission to UDRP. Registrant agrees to submit to proceedings under ICANN’s Uniform Dom ain Dispute Policy (“UDRP”) ( http://www.icann.org/dndr/udrp/policy.htm ) and comply with the requirements set forth by the Registry. These policies are subject to modification;

(ii) For the adjudication of disputes concerning or arising from use of the domain name, the Registrant shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant’s domicile, and (2) where Tucows is located, presently Toronto, Ontario.

(c) .info Domains: In the case of a “.info” registration, the following terms and conditions will apply:

(i) Registrant’s Personal Data. You consent to the use, copying, distribution, publication, modification, and other processing of Registrant’s personal data by Afilias, the .INFO registry, and its designees and agents, in a manner consistent with the purposes specified pursuant to its contract;

(ii) Submission to UDRP. Registrant agrees to submit to proceedings under ICANN’s Uniform Domain Dispute Policy (“UDRP”) ( http://www.icann.org/dndr/udrp/policy.htm ) and comply with the requirements set forth by the Registry. These policies are subject to modification;

(iii) For the adjudication of disputes concerning or arising from use of the domain name, the Registrant shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant’s domicile, and (2) where Tucows is located, presently Toronto, Ontario;

(iv) Reservation of Rights. Tucows and Afilias expressly reserve the right to deny, cancel, transfer, or modify any registration that either registrar or Afilias deems necessary, at its discretion, to protect the integrity and stability of the registry, to comply with any applicable law, any government rule or requirement, any request of law enforcement, any dispute resolution process, or to avoid any liability, civil or criminal, on the part of the registrar and/or Afilias, as well as their affiliates, subsidiaries, executives, directors, officers, managers, employees, consultants, and agents. The registrar and Afilias also reserve the right to suspend a domain name or its registration data during resolution of a dispute.

(d) .biz Domains. In the case of a “.biz” registration, the following terms and conditions will apply:

(i) .biz Restrictions. Registrations in the .biz top-level domain must be used or intended to be used primarily for bona fide business or commercial purposes. For the purposes of the .biz registration restrictions, “bona fide business or commercial use” shall mean the bona fide use or bona fide intent to use the domain name or any content, software, materials, graphics or other information thereon, to permit Internet users to access one or more host computers through the DNS: (A) to exchange goods, services, or property of any kind; (B) in the ordinary course of business; or (C) to facilitate (i) the exchange of goods, services, information or property of any kind; or (ii) the ordinary course of trade or business.

For more information on the .biz restrictions, which are incorporated herein by reference, please see: http://www.icann.org/en/tlds/agreements/biz/registry-agmt-appl-18apr01.htm.

(ii) Selection of a Domain Name. You represent that: (A) the data provided in the domain name registration application is true, correct, up to date and complete, and that you will continue to keep all of the information provided correct, up-to-date and complete; (B) to the best of the your knowledge and belief, neither this registration of a domain name nor the manner in which it is directly or indirectly to be used infringes upon the legal rights of a third party; (C) that the domain name is not being registered for nor shall it at any time whatsoever be used for any unlawful purpose whatsoever; (D) the registered domain name will be used primarily for bona fide business or commercial purposes and not (a) exclusively for personal use, or (b) solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation; (E) you have the authority to enter into this Registration Agreement; and (F) the registered domain name is reasonably related to your business or intended commercial purpose at the time of registration.

(iii) Provision of Registration Data. As part of the registration process, you are required to provide us with certain information and to keep the information true, current, complete, and accurate at all times. The information includes the following: (A) your full name; (B) your postal address; (C) your e-mail address; (D) your voice telephone number; (E) your fax number (if applicable); (F) the name of an authorized person for contact purposes in the case of a registrant that is an organization, association, or corporation; (G) the IP addresses of the primary nameserver and any secondary nameserver for the domain name; (H) the corresponding names of the primary and secondary nameservers; (I) the full name, postal address, e-mail address, voice telephone number, and, when available, fax number of the administrative, technical, and billing contacts, and the name holder for the domain name; and (J) any remark concerning the domain name that should appear in the Whois directory. (K) You agree and understand that the foregoing registration data will be publicly available and accessible on the Whois directory as required by ICANN and/or registry policies, and may be sold in bulk in accordance with the ICANN agreement.

(iv) Domain Name Disputes. You acknowledge having read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Registration Agreement: (A) The Uniform Domain Name Dispute Resolution Policy (“Dispute Policy), available at: http://www.icann.org/dndr/udrp/policy.htm; (B) The Restrictions Dispute Resolution Criteria and Rules (“RDRP”), available at: http://www.icann.org/en/tlds/agreements/biz/registry-agmt-appm-27apr01.htm (collectively, the “Dispute Policies”).

(v) The Dispute Policy sets forth the terms and conditions in connection with a dispute between a Registrant and any party other than the Registry or Registrar over the registration and use of an Internet domain name registered by Registrant.

(vi) The RDRP sets forth the terms under which any allegation that a domain name is not used primarily for business or commercial purposes shall be endorsed on a case-by-case, fact specific basis by an independent ICANN-accredited dispute provider.

(vii) For the adjudication of disputes concerning or arising from use of the domain name, the Registrant shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant’s domicile, and (2) where Tucows is located, presently Toronto, Ontario.

(e) .name Domains. In the case of a “.name” registration, the following terms and conditions will apply:

(i) .name Restrictions. Registrations in the .name top-level domain must constitute an individual’s “Personal Name”. For purposes of the .name restrictions (the “Restrictions”), a “Personal Name” is a person’s legal name, or a name by which the person is commonly known. A “name by which a person is commonly known” includes, without limitation, a pseudonym used by an author or painter, or a stage name used by a singer or actor.

(ii) .name Representations. As a .name domain name registrant, you hereby represent that: (A) the registered domain name or second level domain (“SLD”) e-mail address is your Personal Name. (B) the data provided in the domain name registration application is true, correct, up to date and complete and that you will continue to keep all of the information provided correct, current and complete, (C) to the best of the your knowledge and belief, neither this registration of a domain name nor the manner in which it is directly or indirectly to be used infringes upon the legal rights of a third party; (D) that the domain name is not being registered for nor shall it at any time whatsoever be used for any unlawful purpose whatsoever; (E) the registration satisfies the Eligibility Requirements found at: http://www.icann.org/en/tlds/agreements/name/registry-agmt-appl-8aug03.htm ; and (F) you have the authority to enter into this Registration Agreement.

(iii) E-mail Forwarding Services. The Services for which you have registered may, at your option, include e-mail forwarding. To the extent you opt to use e-mail forwarding, you are obliged to do so in accordance with all applicable legislation and are responsible for all use of e-mail forwarding, including the content of messages sent through e-mail forwarding.

Without prejudice to the foregoing, you undertake not to use e-mail forwarding: (A) to encourage, allow or participate in any form of illegal or unsuitable activity, including but not restricted to the exchange of threatening, obscene or offensive messages, spreading computer viruses, breach of copyright and/or proprietary rights or publishing defamatory material; (B) to gain illegal access to systems or networks by unauthorized access to or use of the data in systems or networks, including all attempts at guessing passwords, checking or testing the vulnerability of a system or network or breaching the security or access control without the sufficient approval of the owner of the system or network; (C) to interrupt data traffic to other users, servers or networks, including, but not restricted to, mail bombing, flooding, Denial of Service (DoS) attacks, wilful attempts to overload another system or other forms of harassment; or (D) for spamming, which includes, but is not restricted to, the mass mailing of unsolicited e-mail, junk mail, the use of distribution lists (mailing lists) which include persons who have not specifically given their consent to be placed on such distribution list. Users are not permitted to provide false names or in any other way to pose as somebody else when using e-mail forwarding.

(iv) Registry reserves the right to implement additional anti-spam measures, to block spam or mail from systems with a history of abuse from entering Registry’s e-mail forwarding. However, due to the nature of such systems, which actively block messages, Registry shall make public any decision to implement such systems a reasonable time in advance, so as to allow you or us to give feedback on the decision.

(v) You understand and agree that Registry may delete material that does not conform to clause (c) above or that in some other way constitutes a misuse of e-mail forwarding. You further understand and agree that Registry is at liberty to block your access to e-mail forwarding if you use e-mail forwarding in a way that contravenes this Registration Agreement. You will be given prior warning of discontinuation of the e-mail forwarding unless it would damage the reputation of Registry or jeopardize the security of Registry or others to do so. Registry reserves the right to immediately discontinue e-mail forwarding without notice if the technical stability of e-mail forwarding is threatened in any way, or if you are in breach of this Registration Agreement. On discontinuing e-mail forwarding, Registry is not obliged to store any contents or to forward unsent e-mail to you or a third party.

(vi) You understand and agree that to the extent either we and/or Registry is required by law to disclose certain information or material in connection with your e-mail forwarding, either we and/or Registry will do so in accordance with such requirement and without notice to you.

(vii) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the dispute policy that is incorporated herein and made a part of this Registration Agreement by reference. You hereby acknowledge that you have read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Registration Agreement. (A) the Eligibility Requirements (the “Eligibility Requirements”), available at: http://www.icann.org/tlds/agreements/name/registry-agmt-appl-8aug03.htm; (B) the Eligibility Requirements Dispute Resolution Policy (the “ERDRP”), available at: http://www.icann.org/tlds/agreements/name/registry-agmt-appm-8aug03.htm; and (C) the Uniform Domain Name Dispute Resolution Policy (the “UDRP”), available at: http://www.icann.org/dndr/udrp/policy.htm.

(viii) The Eligibility Requirements dictate that Personal Name domain names and Personal Name SLD e-mail addresses will be granted on a first-come, first-served basis. The following categories of Personal Name Registrations may be registered: (i) the Personal Name of an individual; (ii) the Personal Name of a fictional character, if you have trademark or service make rights in that character’s Personal Name; (iii) in addition to a Personal Name registration, you may add numeric characters to the beginning or the end of the Personal Name so as to differentiate it from other Personal Names.

(ix) The ERDRP applies to challenges to (i) registered domain names and SLD e-mail address registrations within .name on the grounds that a Registrant does not meet the Eligibility Requirements, and (ii) to Defensive Registrations (as defined by the Registry) within .name.

(x) The UDRP sets forth the terms and conditions in connection with a dispute between a Registrant and party other than the Registry or Tucows over the registration and use of an Internet domain name registered by a Registrant.

(xi) For the adjudication of disputes concerning or arising from use of the domain name, the Registrant shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant’s domicile, and (2) where Tucows is located, presently Toronto, Ontario.

(f) .at Domains. In the case of a “.at” registration, the following terms and conditions will apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.nic.at/en/service/legal_information/terms_conditions/. You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(g) .be Domains. In the case of a “.be” registration, the following terms and conditions will apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.dns.be/en/home.php?n=43.001.

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(ii) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the .be Dispute Policy that is incorporated herein and made a part of this Registration Agreement by reference. The current version of the Dispute Policy may be found at http://www.dns.be/en/home.php?n=45.002.

(h) .ca Domains. In the case of a “.ca” registration, the following terms and conditions will apply:

Registrant agreement. You agree to display the CIRA Registrant Agreement, accessible at http://www.cira.ca/policies/, in full to the registrant prior to accepting an order for a .CA domain name. You also agree to ensure the registrant fully agrees to the Registration Agreement prior to accepting an order for a .CA domain name.

Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the Dispute Policy, which is incorporated herein and made a part of this Registration Agreement by reference. The current version of the Dispute Policy may be found at http://www.cira.ca/assets/Documents/CDRPpolicy.pdf

Please take the time to familiarize yourself with this policy.

(ii) Registry Policy. You agree that your registration of the domain name shall be subject to suspension, cancellation, or transfer pursuant to any Registry-adopted policy, or pursuant to any registrar or registry procedure not inconsistent with a Registry adopted policy, (1) to correct mistakes by Tucows or the Registry in registering the name or (2) for the resolution of disputes concerning the domain name.

(iii) Transfer of Ownership. Any transfer of ownership in and to a domain name registration shall be affected in accordance with registry policies and procedures.

(iv) Registry Agreement and Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by the Registry’s Registrant Agreement, the Registry’s policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.cira.ca/assets/Documents/Legal/Registrants/registrantagreement.pdf.

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry agreement or policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(v) You acknowledge and agree that the Registry shall not be liable to you for any loss, damage, or expense arising out of the Registry’s failure or refusal to register a domain name, it’s failure or refusal to renew a domain name registration, it’s registration of a domain name, it’s failure or refusal to renew a domain name registration, it’s renewal of a domain name registration, it’s failure or refusal to transfer a domain name registration, it’s transfer of a domain name registration, it’s failure or refusal to maintain or modify a domain name registration, it’s maintenance of a domain name registration, it’s modification of a domain name registration, it’s failure to cancel a domain name registration or it’s cancellation of a domain name registration from the Registry;

(i) .cc Domains. In the case of a “.cc” registration, the following terms and conditions will apply:

(i) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the Dispute Policy that is incorporated herein and made a part of this Registration Agreement by reference. The current version of the Dispute Policy may be found at http://www.verisigninc.com/en_US/company-information/government-relations/tv-cc-domain-name-registration-policies/index.xhtml

Please take the time to familiarize yourself with this policy.

(ii) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at: http://opensrs.com/resources/domains/domain-policies#cc.

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(j) .ch Domains. In the case of a “.ch” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.switch.ch/id/terms. You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(ii) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the .ch Dispute Policy that is incorporated herein and made a part of this Registration Agreement by reference. The current version of the Dispute Policy may be found at http://www.switch.ch/id/disputes/rules. Please take the time to familiarize yourself with this policy.

(k) .cn Domains. In the case of a “.cn” registration, the following terms and conditions shall apply:

(i) “Registry” means the China Internet Network Information Center, which is the authority responsible for the administration of the national top-level domain of the People’s Republic of China and the Chinese domain name system;

(ii) “Registry Gateway” means the service provided by the Registry Operator that facilitates the registration of .cn domain names by registrars operating outside of the People’s Republic of China;

(iii) “Registry Operator” means Neustar, Inc., the company authorized to facilitate the registration of .cn domain names by registrars operating outside of the People’s Republic of China.

(iv) Restrictions. You agree that you shall not register or use a domain name that is deemed by CNNIC to: (A) be against the basic principles prescribed in the Constitution of the Peoples Republic of China (“PRC”);

(B) jeopardize national security, leak state secrets, intend to overturn the government or disrupt the integrity of the PRC; (C) harm national honour and national interests of the PRC; (D) instigate hostility or discrimination between different nationalities or disrupt the national solidarity of the PRC; (E) spread rumours, disturb public order or disrupt social stability of the PRC; (F) spread pornography, obscenity, gambling, violence, homicide, terror or instigate crimes in the PRC; (G) insult, libel against others and infringe other people’s legal rights and interests in the PRC; or (H) take any other action prohibited in laws, rules and administrative regulations of the PRC.

(v) Business or Organization Representation. .cn domain name registrations are intended for businesses and organizations and not for individual use. By registering a .cn name, you accordingly represent that you have registered the domain name on behalf or a business or organization. It should be noted that, although .cn policy is permissive in terms of registration, and enforcement is generally in reaction to a complaint (as opposed to proactive review), registrations that are not associated with an organization or business may be subject to deletion. The foregoing prevents an individual from registering a .cn domain name for a business operating as a sole proprietorship.

(vi) Domain Name Disputes. You acknowledge having read and understood and agree to be bound by the terms and conditions of the CNNIC Domain Name Dispute Policy & Rules for CNNIC Dispute Resolution Policy (“Dispute Policy”), as they may be amended from time to time, which are hereby incorporated and made an integral part of this Registration Agreement. The Dispute Policy is currently found at: http://www.cnnic.net.cn/html/Dir/2003/11/27/1526.htm.

(vii) You acknowledge that, pursuant to the Dispute Policy, Registrars must comply with all reasonable requests from the applicable domain name dispute resolution institutions including the provision of all relevant evidence in any domain name disputes in the specified time frames.

(viii) If we are notified that a complaint has been filed with a judicial or administrative body regarding your use of our domain name registration services, you agree not to make any changes to your domain name record without our prior approval. We may not allow you to make changes to such domain name record until (i) we are directed to do so by the judicial or administrative body, or (ii) we receive notification by you and the other party contesting your registration and use of our domain name registration services that the dispute has been settled. Furthermore, you agree that if you are subject to litigation regarding your registration and use of our domain name registration services, we may deposit control of your domain name record into the registry of the judicial body by supplying a party with a registrar certificate from us.

(ix) Adherence to Policies. You agree to comply with all applicable laws, regulations and policies of the Peoples Republic of China’s governmental agencies and the China Internet Network Information Centre (“CNNIC”), including but not limited to the following rules and regulations: (A) Provisional Administrative Rules for Registration of Domain Names in China (currently at http://www.cnnic.net.cn/html/Dir/2003/11/27/1520.htm); (B) Detailed Implementation Rules for Registration of Domain Names in China (currently at http://www.cnnic.net.cn/html/Dir/2003/11/27/1522.htm); (C) Chinese Domain Names Dispute Resolution Policy (currently at http://www.cnnic.net.cn/html/Dir/2003/11/27/1526.htm); and (D) CNNIC Implementing Rules of Domain Name Registration (currently at http://www.cnnic.net.cn/html/Dir/2003/11/27/1503.htm).

You acknowledge that you have read and understood and agree to be bound by the terms and conditions of the policies of the CNNIC, as they may be amended from time to time.

(x) Suspension and Cancellation. You agree that your registration of the domain name shall be subject to suspension, cancellation, or transfer pursuant to any Tucows, Registry Operator, CNNIC or government-adopted policy, or pursuant to any registrar or registry procedure not inconsistent with a CNNIC or government-adopted policy, (1) to correct mistakes by a party in registering the name, (2) for the resolution of disputes concerning the domain name, (3) to protect the integrity and stability of the registry, (4) to comply with any applicable laws, government rules or requirements, requests of aw enforcement, (5) to avoid any liability, civil or criminal, on the part of Tucows, Registry Operator or CNNIC, as well as their affiliates, subsidiaries, directors, representatives, employees and stockholders or (6) for violations of this Registration Agreement. Tucows, Registry Operator and CNNIC also reserve the right to “freeze” a domain name during the resolution of a dispute.

(xi) Jurisdiction. For the adjudication of disputes concerning or arising from use of the domain name, the Registrant shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant’s domicile, (2) where Tucows is located, and (3) the People’s Republic of China.

(xii) Governing Law. For the adjudication of a dispute concerning or arising from use of a .cn domain, such dispute will be governed under the Laws of the Peoples Republic of China.

(l) .de Domains. In the case of a “.de” registration, the following terms and conditions will apply:

(i) Selection of a Domain Name. You represent that: (A) you have reviewed and have accepted the Registry’s Terms and Conditions and the Registry’s Guidelines and have provided your Reseller with written confirmation of same; you have reviewed and have accepted the Registry’s Terms and Conditions and the Registry’s Guidelines and have provided your Reseller with written confirmation of same; (B) either you, or the person designated as the administrative contact for the domain name, shall be resident or shall have a branch in Germany; (C) to the best of the your knowledge and belief, neither this registration of a domain name nor the manner in which it is directly or indirectly to be used infringes upon the legal rights of a third party and, further, that the domain name is not being registered for nor shall it at any time whatsoever be used for any unlawful purpose whatsoever

(ii) Domain Name Disputes. You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified by the Registry or any court of law. You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions specified by the Registry or any court of law.

(iii) Registry Policies. You agree to be bound by the Registry’s Registration Terms and Conditions and the Registration Guidelines. English language translations of the Registry’s documents are provided for convenience; in the event of a discrepancy between the English and the German language agreements, the terms of the German agreement will prevail. The Registry documents may be found at: English: (A) Registration Terms and Conditions http://www.denic.de/en/bedingungen.html; (B) Registration Guidelines http://www.denic.de/en/denic-domain-guidelines.html?cHash=3486f26050ac1dc3cbe6f5842dc70494; German: (C) DENIC-Registrierungsbedingungen

http://www.denic.de/de/bedingungen.html (D) DENIC-Registrierungsrichtlinien http://www.denic.de/de/richtlinien.html

(m) .dk Domains. In the case of a “.dk” registration, the following terms and conditions will apply:

(i) Registry Policy. You acknowledge and understand that by accepting the general conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at https://www.dk-hostmaster.dk/fileadmin/filer/pdf/generelle_vilkaar/Generelle_vilkaar_vers._05-ENG.pdf

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(ii) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the rules of the Complaint Board set up by the Dansk Internet Forum (“DIFO”). The current version of the Complaints Board rules may be found at https://www.dk-hostmaster.dk/fileadmin/filer/pdf/DIFO/rules_complaint_board.pdf

(n) .eu domains. In the case of a “.eu” registration, the following terms and conditions will apply:

(i) Eligibility Criteria. .eu domain names are available for registration to companies and persons who fulfill the following criteria. As a condition of registration, you accordingly represent that you are: (A) an undertaking having its registered office, central administration or principal place of business within the European Community; (B) an organization established within the European Community without prejudice to the application of national law, or (C) a natural person resident within the European Community.

(ii) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website. Registration policies of the Registry and the terms and conditions applicable to your .eu registration may be found at http://www.eurid.eu/files/trm_con_EN.pdf.

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(iii) Domain Name Disputes. You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified by the Registry or any court of law.

(o) .fr Domains. In the case of a “.fr” registration, the following terms and conditions will apply:

(i) Representation of Registrant. .fr domain names are available for registration to companies and persons who fulfill the following criteria. As a condition of registration, you accordingly represent that you are: (A) A legal entity: (I) whose head office is in France; (or), (II) which possess an address in France which is expressly listed in the public electronic databases of the registrars of the commercial courts or the National Statistical and Economic Studies Institute (INSEE), (or), (III) State institutions or departments, local authorities or associated establishments, (or), (IV) which own a trademark registered with the National Intellectual Property Institute or own a registered EU or international trademark which expressly includes French territory.

(ii) Administrative Contact. Each registrant must designate an administrative contact to act as a coordinator between the registrant and the Registry. In the case of .fr registrations, the administrative contact must be based in France where it can receive legal and other documents.

(iii) Registry Policies. You agree to be bound by the Registry’s Naming Charter, its registration rules for .fr. English language translations of the Registry’s documents are provided for convenience. The Registry documents may be found at: http://www.afnic.fr/obtenir/chartes/nommage-fr_en.

(iv) Domain Name Disputes. You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified by the Registry or any court of law. The current .fr dispute resolution policy and procedures can be found at http://www.afnic.fr/doc/ref/juridique/parl. You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions specified by the Registry or any court of law.

(p) .it Domains. In the case of a “it” registration, the following terms and conditions shall apply:

(i) Registration Criteria. Registration of an .it name is restricted to subjects belonging to a member state of the European Union. Individuals and associations operating without a VAT number or a fiscal code are limited to a single domain name registration.

(ii) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.nic.it/legal-issues.

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation. Additional policies, including transfer procedures and “netiquette” rules may be found at http://www.nic.it/create-and-change.it/regulations-and-guidelines.

(q) .nl Domains. In the case of a “.nl” registration, the following terms and conditions shall apply:

(i) Registry Policies. You agree to be bound by the policies of the Registry including but not limited to the Registry’s Registration Regulations. English language translations of the Registry’s documents are provided for convenience and may be found at: https://www.sidn.nl/fileadmin/docs/PDF-files_UK/General%20Terms%20and%20Conditions%20for%20.nl%20Registrants.pdf

You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified by the Registry or any court of law. The current .nl dispute resolution policy and procedures can be found at https://www.sidn.nl/en/about-nl/disputes-and-complaints.

You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions specified by the Registry or any court of law.

(r) .tv Domains. In the case of a “.tv” registration, the following terms and conditions will apply:

(i) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another Registrar, you agree to be bound by the Dispute Policy that is incorporated herein and made a part of this Registration Agreement by reference. The current version of the Dispute Policy may be found at http://www.icann.org/dndr/udrp/policy.htm. Please take the time to familiarize yourself with this policy.

(ii) Policy . You agree that your registration of the .tv domain name shall be subject to suspension, cancellation, or transfer pursuant to any ICANN or government adopted policy, or pursuant to any Registrar or registry procedure not inconsistent with an ICANN or government-adopted policy, (1) to correct mistakes by us or the applicable Registry in registering the name or (2) for the resolution of disputes concerning the domain name. You acknowledge that you have reviewed the .tv General Terms of Service which may be found at http://opensrs.com/resources/domains/domain-policies#tv and expressly agree to the terms outlined therein.

(s) .uk Domains. In the case of a .uk registration, the following terms and conditions will apply:

(i) “Nominet UK” means the entity granted the exclusive right to administer the registry for .uk domain name registrations.

(ii) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the Dispute Policy which is incorporated herein and made a part of this Registration Agreement by reference. The current version of the Dispute Policy may be found at: http://www.nominet.org.uk/disputes/. Please take the time to familiarize yourself with this policy.

(i) Nominet UK Policy. You agree that your registration of the domain name shall be subject to suspension, cancellation, or transfer pursuant to any Nominet UK-adopted policy, term or condition, or pursuant to any registrar or registry procedure not inconsistent with an Nominet UK-adopted policy, (1) to correct mistakes by a registrar or the registry in registering the name, or (2) for the resolution of disputes concerning the domain name. The current Nominet UK terms and conditions can be found at: http://www.nominet.org.uk/disputes/terms/

(ii) When you submit a request for a domain name registration with Tucows and/or Reseller, you will be entering into two contracts – one contract with Tucows and/or Reseller and one contract with Nominet UK.

Tucows and your Reseller will act as agents on your behalf by submitting your application to Nominet for you, however, you will still be entering into a direct contract between you and Nominet UK. This is a separate contract from this agreement; may be found at http://www.nominet.org.uk/nominet-terms. Tucows and Reseller must also make you aware that by accepting Nominet’s terms and conditions you are consenting to Nominet using your personal data for a variety of reasons. In particular, your name and address may be published as part of Nominet’s Whois look-up service.

(iv) Transfer of Ownership. Any transfer of ownership in and to a domain name registration shall be affected in accordance with Nominet UK policies and procedures.

(t) .us Domains. In the case of a “.us” registration, the following terms and conditions will apply:

(i) “DOC” means the United States of America Department of Commerce.

(ii) “.us Nexus Requirement”. Only those individuals or organizations that have a substantive lawful connection in the United States are permitted to register for .usTLD domain names. Registrants in the .usTLD must satisfy the nexus requirement (“Nexus” or “Nexus Requirements”) set out at: http://www.neustar.us/content/download/2659/32865/ustld_nexus_requirements.pdf

(iii) Selection of a Domain Name. You certify and represent that: (A) You have and shall continue to have, a bona fide presence in the United States on the basis of real and substantial lawful contacts with, or lawful activities in, the United States as defined in Section (ii) hereinabove; (B) The listed name servers are located within the United States; (C) The data provided in the domain name registration application is true, correct, up to date and complete, and that you will continue to keep all of the information provided correct, up-to-date and complete; (D) To the best of the your knowledge and belief, neither this registration of a domain name nor the manner in which it is directly or indirectly to be used infringes upon the legal rights of a third party; (E) That the domain name is not being registered for nor shall it at any time whatsoever be used for any unlawful purpose whatsoever; (F) You have the authority to enter into this Registration Agreement.

(iv) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the Dispute Policy and the usDRP, as defined below, that is incorporated herein and made a part of this Registration Agreement by reference. Please take the time to familiarize yourself with these policies.

(v) Domain Name Disputes. You acknowledge having read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Registration Agreement: (A) The Nexus Dispute Policy (“Dispute Policy), available at: http://www.neustar.us/content/download/2666/32893/nexus_dispute_policy.pdf. The Dispute Policy will provide interested parties with an opportunity to challenge a registration not complying with the Nexus Requirements. (B) The usTLD Dispute Resolution Policy (“usDRP”) available at: http://www.neustar.us/content/download/2665/32889/usdrp.pdf. The usDRP is intended to provide interested parties with an opportunity to challenge a registration based on alleged trademark infringement. (C) In addition to the foregoing, you agree that, for the adjudication of disputes concerning or arising from use of the Registered Name, you shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (i) of your domicile, (ii) where Tucows is located, and (iii) the United States.

(vi) Policy. You agree that your registration of the domain name shall be subject to suspension, cancellation, or transfer pursuant to any Tucows, Registry Operator, the DOC or government-adopted policy, or pursuant to any registrar or registry procedure not inconsistent with a DOC or government-adopted policy, (1) to correct mistakes by us or the applicable Registry in registering the name or (2) for the resolution of disputes concerning the domain name. The Registry Operator’s policies can be found at http://www.neustar.us/policies.

(vii) Indemnity. The DOC shall be added to the parties you have agreed to indemnify in Section 13 hereinabove.

(viii) Information. As part of the registration process, you are required to provide us certain information and to update us promptly as such information changes such that our records are current, complete and accurate. You are obliged to provide us the following information: (A) Your full name, postal address, e-mail address and telephone number and fax number (if available) (or, if different, that of the domain name holder); (B) The domain name being registered; (C) The name, postal address, e-mail address, and telephone number and fax number (if available) telephone numbers of the administrative contact, the technical contact and the billing contact for the domain name; (D) The IP addresses and names of the primary nameserver and any secondary nameserver(s) for the domain name;

(ix) In addition to the foregoing, you will be required to provide additional Nexus Information. The Nexus Information requirements are set out at http://www.neustar.us/content/download/2659/32865/ustld_nexus_requirements.pdf. Any other information, which we request from you at registration, is voluntary. Any voluntary information we request is collected for the purpose of improving the products and services offered to you through your Reseller.

(x) Disclosure and Use of the Registration Information. You agree and acknowledge that we will make domain name registration information you provide available to the DOC, to the Registry Operator, and to other third parties as applicable. You further agree and acknowledge that we may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information you provide, for purposes of inspection (such as through our Whois service) or other purposes as required or permitted by the DOC and applicable laws.

You hereby consent to any and all such disclosures and use of information provided by you in connection with the registration of a domain name (including any updates to such information), whether during or after the term of your registration of the domain name. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of your domain name registration information by us.

You may access your domain name registration information in our possession to review, modify or update such information, by accessing our domain manager service, or similar service, made available by us through your Reseller.

We will not process data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations which we describe in this Registration Agreement.

We will take reasonable precautions to protect the information we obtain from you from our loss, misuse, unauthorized accessor disclosure, alteration or destruction of that information.

(u) .asia Domains. In the case of a .asia registration, the following terms apply:

(i) The Registered Name Holder/Registrant consents to the use, copying, distribution, publication, modification and other processing of its Personal Data by DotAsia Organisation Limited and its designees and agents in a manner consistent with the purposes specified pursuant to the Registry-Registrar Agreement and with relevant mandatory local data protection, laws and privacy.

(ii) The Registered Name Holder/Registrant agrees to correct and update the registration information for the Registered Name immediately during the registration term for the Registered Name.

(iii) In addition to the complying with the Registrar’s policies, the Registered Name Holder/Registrant* agrees to comply with those ICANN requirements, standards, policies, procedures, and practices for which the Registry Operator DotAsia Organisation Limited has monitoring responsibility in accordance with the Registry Agreement or with other arrangements with ICANN.

(iv) The Registered Name Holder/Registrant agrees to comply with all the operational standards, policies, procedures, and practices for the .ASIA Registry as established from time to time in a non-arbitrary manner by DotAsia Organisation Limited (“.ASIA Registry Policies”). The Registered Name Holder/Registrant acknowledges that .ASIA Registry Policies are applicable to all registrars and/or registered name holders/registrants. Any changes of the .ASIA Registry Policies by the DotAsia Organisation Limited that are consistent with the Registry Agreement shall be effective upon thirty (30) days’ notice by DotAsia Organisation Limited to Registrar. The Registered Name Holder/Registrant further agrees to be bound by the terms and conditions as set down by DotAsia Organisation Limited during the initial launch and the general operations of the .ASIA TLD, including without limitation its Start-Up Policies where such terms and conditions include the submission to a binding arbitration for disputes arising from the Start-Up process or any allocation of domain names.

(v) The Registered Name Holder/Registrant agrees to submit to proceedings commenced under ICANN’s Uniform Domain Name Dispute Resolution Policy (“UDRP”) and to proceedings commenced under ICANN’s Charter Eligibility Dispute Resolution Policy (“CEDRP”). The Registered Name Holder/Registrant agrees to submit to proceedings commenced under other dispute resolution policies as set forth by DotAsia Organisation Limited from time to time in the Registry Policies, including but not limited to expedited processes for suspension of a domain name by claims sought by intellectual property right holders, Internet engineering and security experts or other competent claimants in the purpose of upholding the stability, security and integrity of the .ASIA Registry.

(vi) The Registered Name Holder/Registrant acknowledges and agrees to comply with the .ASIA Charter Eligibility Requirement. The Registered Name Holder/Registrant* acting as Registrant Contact represents and warrants that it has made known to the Charter Eligibility Declaration Contact (the “CED Contact”), and the CED Contact has agreed, that the Registrant Contact and the CED Contact will jointly be defined as the Registered Name Holder, and that it shall be jointly responsible for the Registered Name in the event of a dispute or a challenge over the Registered Name Holder/Registrant’s* legal entitlement to or the ownership of the Registered Name. The CED Contact shall be bound by the provisions in the DotAsia Organisation Limited’s .ASIA Charter Eligibility Requirement Policy published from time to time. Registered Name Holder/Registrant acting as Registrant Contact agrees that it has obtained an agreement from the CED Contact that the Registrant Contact shall remain the Operating Contact for all operations of the domain, including but not limited to domain transfer and updates.

(vii) The Registered Name Holder/Registrant agrees to indemnify, to the maximum extent permitted by law, defend and hold harmless the Registry Operator DotAsia Organisation Limited and its directors, officers, employees and agents from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to the Registered Name Holder’s domain name registration and or use. Notwithstanding the other provisions in this Registration Agreement, the Registered Name Holder agrees that this indemnification obligation shall survive the termination or expiration of this registration agreement.

(viii) The Registered Name Holder/Registrant acknowledges and agrees that DotAsia Organisation Limited and Registry Services Provider, acting in consent with DotAsia Organisation Limited, reserves the right to deny, cancel or transfer any registration that it deems necessary, in its sole discretion (i) to protect the integrity security, and stability of the registry; (ii) to comply with all appropriate laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process; (iii) to avoid any liability, civil or criminal, on the part of DotAsia Organisation Limited as well as its affiliates, subsidiaries, officers, directors, representatives, employees, and stockholders; (iv) for violations of the terms and conditions herein: or (v) to correct mistakes made by DotAsia Organisation Limited, the Registry Services Provider or any registrar in connection with a domain name registration. DotAsia Organisation Limited also reserves the right to freeze a Registered Name such as placing a domain name on hold, lock, or other status during the resolution of a dispute.

(ix) Notwithstanding anything in this Registration Agreement to the contrary, DotAsia Organisation Limited, the Registry Operator of the .ASIA TLD, is and shall be an intended third party beneficiary of this Registration Agreement. As such, the parties to this Registration Agreement acknowledge and agree that the third party beneficiary rights of DotAsia Organisation Limited have vested and that it has relied on its third party beneficiary rights under this Registration Agreement in agreeing to Tucows being a registrar for the .ASIA TLD. Additionally, the third party beneficiary rights of DotAsia Organisation Limited shall survive any termination or expiration of this Registration Agreement.

(x) The Registered Name Holder/Registrant acknowledges that in the event of conflict between this section of the Registration Agreement and other sections of the same, this section shall prevail.

(v) .li Domains. In the case of a “.li” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.switch.ch/id/terms. You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(ii) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the .ch Dispute Policy that is incorporated herein and made a part of this Registration Agreement by reference. The current version of the Dispute Policy may be found at http://www.switch.ch/id/disputes/rules. Please take the time to familiarize yourself with this policy.

(w) .me Domains. In the case of a “.me” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at: http://www.nic.me/policies/general-registration-policies.html.

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(ii) Domain Name Dispute Policy. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the .me Dispute Policy that is incorporated herein and made a part of this Registration Agreement by reference. The current version of the Dispute Policy may be found at http://www.nic.me/policies/dispute-policy.html

Please take the time to familiarize yourself with this policy.

(x) .tel Domains. In the case of a “.tel” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://telnic.com/downloads/AUP.pdf.

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(y) .mobi Domains. In the case of a “.mobi” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://mtld.mobi/content/become-a-dotmobi-registrar

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(z) .in Domains. In the case of a “.in” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.registry.in/Policies

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(aa) .bz Domains. In the case of a “.bz” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.afilias-grs.info/bz-belize

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(bb) .ws Domains. In the case of a “.ws” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.worldsite.ws/legal/index.dhtml?url=worldsite.ws.

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(cc) .mx and .com.mx Domains. In the case of a “.com.mx” or “mx” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.registry.mx/jsf/static_content/domain/policies_first.jsf

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(dd) .co and .com.co, .net.co, .nom.co Domains. In the case of a “.com.co” or “.net.co” or “.nom.co” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.cointernet.co/domain/policies-procedures. You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(ee) .com.au, .net.au, .org.au, .asn.au, .id.au Domains. In the case of a “com.au”, “.net.au”, “.org.au”, “.asn.au” or “.id.au” registration, the following terms and conditions shall apply:

i. auDA AND REGISTRAR’S AGENCY

(1) In this agreement, auDA means .au Domain Administration Limited ACN079 009 340, the .au domain names administrator.

(2) The Registrar acts as agent for auDA for the sole purpose, but only to the extent necessary to enable auDA to receive the benefit of rights and covenants conferred to it under this agreement. auDA is an intended third party beneficiary of this agreement.

ii. auDA PUBLISHED POLICY

(1) In this clause, auDA Published Policies means those specifications and policies established and published by auDA from time to time at http://www.auda.org.au.

(2) Registrant must comply with all auDA Published Policies, as if they were incorporated into, and form part of, this agreement. In the event of any inconsistency between any auDA Published Policy and this agreement, then the auDA Published Policy will prevail to the extent of such inconsistency.

iii. Registrant acknowledges that under the auDA Published Policies:

(1) there are mandatory terms and conditions that apply to all domain names licences, and such terms and conditions are incorporated into, and form part of, this agreement; and

(2) Registrant is bound by, and must submit to, the .au Dispute Resolution Policy; and

(3) auDA may delete or cancel the registration of a .au domain name.

iv. auDA’S LIABILITIES AND INDEMNITY

(1) To the fullest extent permitted by law, auDA will not be liable to Registrant for any direct, indirect, consequential, special, punitive or exemplary losses or damages of any kind (including, without limitation, loss of use, loss or profit, loss or corruption of data, business interruption or indirect costs) suffered by Registrant arising from, as a result of, or otherwise in connection with, any act or omission whatsoever of auDA, its employees, agents or contractors.

(2) Registrant agrees to indemnify, keep indemnified and hold auDA, its employees, agents and contractors harmless from all and any claims or liabilities, arising from, as a result of, or otherwise in connection with, Registrant’s registration or use of its .au domain name.

(3) Nothing in this document is intended to exclude the operation of Trade Practices Act 1974.

(ff) .xxx Domains. In the case of a “.xxx” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://icmregistry.com/policies/registry-registrant-agreement/

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(gg) .pro Domains. In the case of a “.pro” registration, the following terms and conditions shall apply:

(i) Registry Policy. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are posted on the Registry website at http://www.nic.pro/legal/user-terms.shtml

You are responsible for monitoring the Registry’s site on a regular basis. In the event that you do not wish to be bound by a revision or modification to any Registry policy, your sole remedy is to cancel your domain name registration by following the appropriate Registry policy regarding such cancellation.

(ii) Submission to UDRP. Registrant agrees to submit to proceedings under ICANN’s Uniform Domain Dispute Policy (“UDRP”) (http://www.icann.org/dndr/udrp/policy.htm) and comply with the requirements set forth by the Registry; these policies are subject to modification;

(iii) For the adjudication of disputes concerning or arising from use of the domain name, the Registrant shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registrant’s domicile, and (2) where Tucows is located, presently Toronto, Ontario.

(hh) Additional ccTLD Policies. Additional registry policies may apply for ccTLDs. You acknowledge and understand that by accepting the terms and conditions of this agreement you shall be bound by Registry policies and any pertinent rules or policies that exist now or in the future and which are referenced at http://www.tucowsdomains.com/domaininfo/cctld-registry-policies

33. WHOIS PRIVACY SERVICE.

The following terms and conditions will apply if you subscribe to the Whois Privacy Service:

(a) Subscribers to the Whois Privacy Service have elected to include the following information in the publicly available Whois Registry:

(i) Contact Privacy Inc. Customer ####, where #### is an individual customer identification number which is unique per domain name, shall appear as the Registrant and Contacts name(s); (ii) Tucows’ postal address and a Tucows assigned email address and telephone number shall appear on behalf of the Registrant and the Contact(s); (iii) The primary and secondary nameservers shall be those designated by the Registrant; (iv) The original date of registration and the expiration of each domain name; (v) Tucows will be identified as the registrar of record.

(b) You understand and agree that the Registrant and Contact Information that you have provided will be kept on file. You further agree and warrant that you will ensure that the Whois Information is true, accurate and up to date.

(c) You will will retain complete control over the domain name and its registration records and may suspend and reinstate the Whois Privacy Service at your discretion.

(d) The Whois Privacy Service may be used with both new and existing domain name registrations. You may use the Whois Privacy Service with respect to a domain name that has been transferred but it will only commence after the transfer has been completed. If you wish to transfer the domain name to a different registrar,the Whois Privacy Service must be disabled in order to initiate the transfer.

(e) We will send all obligatory renewal and transfer related messages to the Contacts you have designated.

(f) Communications Forwarding. Communications received with respect to a particular domain name registration will be handled as follows: (i) We will forward to you or a Contact all correspondence received by registered mail or traceable courier. This information may be opened, scanned and emailed to you or your Contact. Regular postal mail will be discarded or returned to sender at our discretion. (ii) Email correspondence will be forwarded according to the instructions of the Registrant as they appear in our records. (iii) A voice mail message will advise all callers that inbound messages will not be accepted; calls will be directed to the contactprivacy.com web site where written messages will be forwarded according to your instructions. (iv) We will only be responsible for forwarding communications where our details have appeared in the whois and when your Whois Information is accurate, complete and up to date.

(g) Right to Suspend and Disable. We shall have the right, at our sole discretion and without liability to you or any of your Contacts, suspend or cancel your domain name and to reveal Registrant and Contact Whois Information in certain circumstances, including but not limited to the following: (i) when required by law; (ii) in the good faith belief that disclosure is necessary to further determination of an alleged breach of a law; (iii) to comply with a legal process served upon Tucows; (iv) to resolve any and all third party claims including but not limited to ICANN’s or a Registry’s dispute resolution policy; (v) to avoid financial loss or legal liability; (vi) if we believe that you or one of your Contacts is using the Whois Privacy Service to conceal involvement with illegal, illicit, objectionable or harmful activities; or (vii) to transmit SPAM, viruses, worms or other harmful computer programs.

(h) You understand and agree that, in the event that we receive a formal complaint, notice of claim or UDRP, that we will have the right to disable the Whois Privacy Service pending final disposition of the matter.

ACCEPTANCE OF REGISTRATION AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS REGISTRATION AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION REGISTRATION AGREEMENT, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS REGISTRATION AGREEMENT.

Mail Subscription Agreement

Before you register for a thisEcho Product or Service, you must read and agree to the following terms and conditions and policies, including any future amendments (collectively, the “Agreement”):

thisEcho Mail Subscription Agreement

thisEcho Domain Registration Agreement

Privacy Policy

thisEcho may, in its sole discretion, modify or revise these terms and conditions and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use thisEcho Products or Services.

1. IN THIS MAIL SUBSCRIPTION AGREEMENT

(“Mail Agreement”), “user(s)”, “you” and “your” refers to the user of the Service, “we”, “us” and “our” refers to thisEcho, the user point of initial purchase of the Service, Business Centric Services Group Limited or otherwise, being the reseller (“Reseller”). This Mail Agreement explains our obligations to you, and explains your obligations to us for the Services.

2. Description of Service

thisEcho offers subscription versions of its electronic mail services (the “Service”). thisEcho reserves the right, in its sole discretion, to limit the amount of storage space available per user and to delete materials stored for an excessive period while the user’s account has been inactive, or for violation of this Mail Agreement. Specifically, thisEcho reserves the right, in its sole discretion, to delete any materials (including e-mails) stored in connection with an unpaid thisEcho Mail account if the user’s account has been inactive for thirty (30) days. If you subscribe to thisEcho Mail, you agree to be bound by the subscription agreement.

3. Use

The Service is made available to you for your personal or business use only. You must be at least thirteen (13) years of age to use this Service. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. thisEcho reserves the right to refuse service to anyone at any time without notice for any reason.

4. Member and User Conduct

You are responsible for maintaining the confidentiality of your password and ID, and are fully responsible for all activities that occur under your password or ID. You agree to (a) immediately notify thisEcho of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. thisEcho cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.The Products and Services may only be used for the intended purpose for which such Products and Services are being made available.

Prohibited Conduct

You agree that you will not use thisEcho Products and Services to:

1. Upload, post, e-mail, otherwise transmit, or post links to any Content, or select any member or user name or e-mail address, that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable;

2. Upload, post, e-mail, otherwise transmit, or post links to any Content that promotes illegal activity, including without limitation the provision of instructions for illegal activity;

3. Upload, post, e-mail, otherwise transmit, or post links to any Content that exploits the images of children under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age;

4. Harm minors in any other way;

5. Make any sexual request on behalf of a minor or make any sexual request of a minor;

6. “Stalk” or otherwise harass another;

7. Collect or store personally identifying information about other users for commercial or unlawful purposes;

8. Impersonate any person or entity, including, but not limited to, a thisEcho official, employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

9. Employ misleading e-mail addresses or falsify information in the header, footer, return path, or any part of any communication, including e-mails, transmitted through the Products and Services;

10. Upload, post, e-mail, otherwise transmit, or post links to any Content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

11. Upload, post, e-mail, or otherwise transmit, or post links to any Content that facilitates hacking;

12. Upload, post, e-mail, otherwise transmit, or post links to any Content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights (“Rights”) of any party, or contributing to inducing or facilitating such infringement. This prohibition shall include, without limitation, the following forms of software piracy:

a. Making available copyrighted software or other Content that has had the copyright protection removed;

b. Making available serial numbers for software that can be used to illegally validate or register software;

c. Making available tools that can be used for no purpose other than for “cracking” software or other copyrighted Content;

d. Making available any software files for which the user does not own the copyright or have the legal right to make available;

13. Upload, post, e-mail, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose;

14. Upload, post, e-mail, otherwise transmit, or post links to any material that contains software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Products and Services or thisEcho;

15. Use automated means, including additional computers, software and scripts, to enhance any thisEcho promotions;

16. Use automated means, including spiders, robots, crawlers, or the like to download data from any thisEcho database;

17. Conduct your own contests and promotions;

18. Upload, post, e-mail, otherwise transmit, or post links to any Content regarding any raffle, contest or game requiring a fee by participants;

19. Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content from any thisEcho database, including, without limitation, by incorporating data from any thisEcho database into any e-mail or “white pages” products or serviced, whether browser-based, based on proprietary client-site applications, web-based, or otherwise;

20. Sell, distribute, or make any commercial use of data obtained from any thisEcho database or make any other use of data from any thisEcho database in a manner which could be expected to offend the person for whom the data is relevant;

21. Interfere with or disrupt the Products and Services or servers or networks connected to the Products and Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Products and Services;

22. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, the London Stock Exchange or the NASDAQ, and any regulations having the force of law;

23. Use the Products or Services to sell, purchase, or offer to sell or purchase any registered or unregistered securities;

24. Upload, post, e-mail, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market;

25. Disobey any thisEcho employee or representative or interfere with any action by any thisEcho employee or representative to redress any violation of the Agreement;

26. Access the Products and Services after your account or access has been terminated by thisEcho;

27. Use any software deployed in connection with the Products and Services to process data as a service to other entities without the express written consent of thisEcho or the party from whom such software may be licensed;

28. Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Products and Services;

29. Advertise, offer for sale, or sell any item you are prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law;

30. Upload, post, e-mail, otherwise transmit, or post links to any material, or act in any manner that is offensive to the thisEcho community or the spirit of this Agreement; and

31. Advertise, offer for sale, or sell any of the following items:

a. Any firearms, explosives, or weapons;

b. Any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants;

c. Any alcoholic beverages;

d. Any tobacco products for human consumption, including, without limitation, cigarettes and cigars;

e. Any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature, or are harmful to minors;

f. Any controlled substances or pharmaceuticals;

g. Any items that are counterfeit or stolen;

h. Any dangerous items;

i. Any goods or services that do not, in fact, exist;

j. Any registered or unregistered securities;

k. Any items that violate or infringe the rights of other parties;

l. Any items that you do not have the legal right to sell; or

m. Any items that would cause thisEcho to violate any law.

In addition to the Prohibited Conduct list you agree that you will not use the Service to:

1. Generate or facilitate unsolicited commercial e-mail (“spam”). Such activity includes, but is not limited to

2. sending e-mail in violation of the CAN-SPAM Act or any other applicable anti-spam law;

3. imitating or impersonating another person or his, her or its e-mail address, or creating false accounts for the purpose of sending spam;

4. data mining any Web property (including thisEcho) to find e-mail addresses;

5. sending unauthorized mail via open, third-party servers;

6. sending e-mails to users who have requested to be removed from a mailing list;

7. selling, exchanging or distributing to a third party the e-mail addresses of any person without such person’s knowing and continued consent to such disclosure;

8. sending unsolicited e-mails to significant numbers of e-mail addresses belonging to individuals and/or entities with whom you have no preexisting relationship;

9. Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content;

10. Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;

11. Conduct or forward pyramid schemes and the like;

12. Transmit content that may be harmful to minors;

13. Impersonate another person (via the use of an e-mail address or otherwise) or otherwise misrepresent yourself or the source of any e-mail;

14. Illegally upload, transmit, or store, or offer to do the same with respect to another’s intellectual property or other proprietary information without such owner’s or licensor’s permission;

15. Use thisEcho Mail to violate the legal rights (such as rights of privacy and publicity) of others;

16. Promote or encourage illegal activity;

17. Interfere with other thisEcho Mail users’ enjoyment of the Service;

18. Create multiple user accounts in connection with, or for the purpose of, any violation of the Agreement or create user accounts by automated means or under false or fraudulent pretenses;

19. Sell, trade, resell or otherwise exploit for any unauthorized commercial purpose or transfer any thisEcho Mail account;

20. Remove any copyright, trademark or other proprietary rights notices contained in or on the thisEcho Mail Service;

21. Reformat or frame any portion of the web pages that are part of the thisEcho Mail Service;

22. Use the thisEcho Mail Service in connection with illegal peer-to-peer file sharing;

23. Use the thisEcho Mail Service in a manner that is not intended (such as file archiving, rather than sending e-mail communications); or

24. Use the thisEcho Mail Service in any way that exposes thisEcho to criminal or civil liability.

thisEcho also may suspend or terminate any user account for any Product or Service because of user inactivity. For example, a thisEcho Mail account may be terminated or suspended if a user fails to sign-in to the thisEcho Mail Service for an extended period of time. If your account is suspended or terminated for inactivity, your right to use the Service immediately ceases and no further payments will be taken.

5. Content.

You acknowledge and agree that all information, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not thisEcho or its directors, employees, affiliates, subsidiaries, agents and third party providers, are entirely responsible for all Content that you upload, post, e-mail or otherwise transmit via the Service. thisEcho does not control the user or third party Content posted via the Service, and, as such, does not guarantee the accuracy, integrity or quality of such user or third party Content. You acknowledge and Agree that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will thisEcho or its directors, employees, affiliates, subsidiaries, agents and third party providers be liable in any way for any user or third party Content, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, e-mailed or otherwise transmitted via the Service. As a general matter, thisEcho does not pre-screen user or third party Content posted on thisEcho, except for certain areas where thisEcho employs certain automated screening software, although thisEcho reserves the right to do so, including, without limitation, spam filtering. thisEcho does not guarantee that any screening will be done to your satisfaction or that any screening will be done at all. Furthermore, thisEcho does not guarantee that all spam will be blocked from your account, or that legitimate mail will not be flagged as spam. thisEcho reserves the right to monitor some, all, or no areas of the Service for adherence to these Terms and Conditions or any other rules or guidelines posted by thisEcho.

6. Intellectual Property Rights of thisEcho

You acknowledge and agree that certain Content available through and used to operate thisEcho and the Service is protected by copyright, trademark, patent, or other proprietary rights of thisEcho and its affiliates, licensors, and service providers. Except as expressly provided to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by thisEcho in connection with the Service. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by thisEcho, any of thisEcho’s affiliates, or any of thisEcho’s service providers. You agree not to use any of the trademarks or service marks or other Content accessible through thisEcho for any purpose other than the purpose for which such Content is made available to users by thisEcho. You agree not to defame or disparage thisEcho, the trademarks or service marks of thisEcho, or any aspect of the Products and Services. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer the Service or any software or programs used in connection with the Service or thisEcho.

7. Representations and Warranties.

You represent and warrant that all of the information provided by you to thisEcho to participate in the Service is accurate and current; and you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.

8. Privacy.

As a condition to using the Service, you agree to the terms of thisEcho Privacy Policy as it may be updated from time to time. You expressly acknowledge and agree that thisEcho may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these general terms and conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of thisEcho, its users and the public. You acknowledge and agree that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You further acknowledge and agree that other data collected and maintained by thisEcho with regard to its users may be disclosed in accordance with thisEcho’s Privacy Policy.

9. Account Inactivity.

thisEcho reserves the right, in its sole discretion, to delete any materials (including e-mails) stored in connection with an unpaid thisEcho Mail account if the user’s account has been inactive for thirty (30) days.

10. Termination; Cancellation

You may cancel your use of the Service and/or terminate this Mail Agreement with or without cause at any time by providing thirty (30) days’ notice to thisEcho via the customer support contact at your Reseller, however, that a terminated account may continue to exist for up to two business days before such cancellation takes effect. thisEcho may at any time and for any reason terminate the Service, terminate this Mail Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. Except as set forth above or unless thisEcho has previously canceled or terminated your use of the Services (in which case subsequent notice by thisEcho shall not be required), if you have provided an alternate e-mail address, thisEcho will notify you via e-mail of any such termination or cancellation, which shall be effective immediately upon thisEcho’s delivery of such notice. All provisions of these terms of service which impose obligations continuing in their nature shall survive termination of the Agreement, also including Sections 3, 4, 5, 7, and 9 – 12 of the Mail Agreement.

11. Indemnification.

By using the Service you agree to hold harmless and indemnify thisEcho and its parents, subsidiaries, affiliates, officers, employees, and licensors and hold them harmless from any and all claims and expenses, including attorney’s fees, arising from your use of the Service, or your submission of ideas and/or related materials to thisEcho or from any person’s use of any account or password you maintain with any portion of thisEcho, regardless of whether such use is authorized by you.

12. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL thisEcho OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF thisEcho OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES, FROM INABILITY TO USE THE PRODUCTS AND SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS AND SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS AND SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, thisEcho. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF MEMBER WEB PAGES OR OTHER CONTENT STORED THROUGHOUT thisEcho.

UNDER NO CIRCUMSTANCES SHALL thisEcho OR ITS LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.

In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

13. Choice of Law and Jurisdiction.

Unless expressly stated to the contrary elsewhere within the Service, all legal issues arising from or related to the use of the Service shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of England applicable to contracts entered into and wholly to be performed within your territory. Any controversy or claim arising out of or relating to these Terms and Conditions or any user’s use of the Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in England, and judgment on the arbitration award may be entered into in court having jurisdiction thereof. The courts of England shall be the exclusive forum and venue to resolve disputes arising out of or relating to these Terms and Conditions or any user’s use of the Service. By using the Service and thereby agreeing to these Terms and Conditions, users consent to personal jurisdiction and venue in England with respect to all such disputes.

Privacy Policy

Before you register for a thisEcho Product or Service, you must read and agree to the following terms and conditions and policies, including any future amendments (collectively, the “Agreement”):

thisEcho Mail Subscription Agreement

thisEcho Domain Registration Agreement

Privacy Policy

thisEcho may, in its sole discretion, modify or revise these terms and conditions and policies at any time, and you agree to be bound by such modifications or revisions. If you do not accept and abide by this Agreement, you may not use thisEcho Products or Services.

1. Collecting Information

We may collect Personal Data about you from a number of sources, including the following:

1.1. From you when you agree to take a service or product from us, in which case this may include your contact details, date of birth, how you will pay for the product or service and your bank or credit card details.

1.2. From you when you contact us with an enquiry or in response to a communication from us, in which case, this may tell us something about how you use our services.

1.3. From documents that are available to the public, such as the electoral register.

1.4. From when you interact with us for sales, registration and payment.

1.5. Information about your system as it interacts with us such as your IP address and browser information.

2. Using Your Personal Information

2.1. Personal Data about our customers is an important part of our business and we shall only use your Personal Data for the following purposes and shall not keep such Personal Data longer than is necessary to fulfil these purposes:

2.1.1. To help us to identify you when you contact us.

2.1.2. To deliver or allow access to the products and services you have agreed to take from us.

2.1.3. To help us to identify accounts, services and/or products which you could have from us or selected partners from time to time. We may do this by automatic means using a scoring system, which uses the Personal Data you have provided and/or any information we hold about you and Personal Data from third party agencies (including credit reference agencies).

2.1.4. To help us to administer and to contact you about improved administration of any accounts, services and products we have provided before, do provide now, or will, or may provide in the future.

2.1.5. To allow us to carry out marketing analysis and customer profiling (including with transactional information), conduct research, including creating statistical and testing information.

2.1.6. To help to prevent and detect fraud or loss.

2.1.7. To allow us to contact you in any way (including mail, email, telephone, visit, text or multimedia messages) about products and services offered by us and selected partners unless you have previously asked us not to do so.

2.1.8. We may monitor and record communications with you (including phone conversations and emails) for quality assurance and compliance.

2.1.9. We may check your details with fraud prevention agencies. If you provide false or inaccurate information and we suspect fraud, we will record this.

2.2. We will not disclose your Personal Data to any third party except in accordance with this Privacy Policy.

2.3. We may allow other people and organisations to use Personal Data we hold about you in the following circumstances:

2.3.1. thisEcho will share your data with and Barclays Bank Plc and its group companies (together referred to as “Barclays”). Barclays uses and retains details you give about yourself and others to manage your product holding and provide you with any services in connection with it (if you’re an existing Barclays customer), for research or analysis, to prevent and detect fraud, money laundering and other crime, carry out regulatory checks and meet their obligations to any relevant regulatory authority. For these purposes, Barclays may need to pass your information to third parties, including or collected online to people who provide a service to them or are acting as their agents, on the understanding that such third parties will keep the information confidential. If Barclays transfers your information to a third party located in another country, they will make sure that such third party agree to apply the same levels of protection as Barclays is required to apply to your information and to use your information strictly in accordance with Barclays’ instructions.”

2.3.2. If we, or substantially all of our assets, are acquired or are in the process of being acquired by a third party, in which case Personal Data held by us, about our customers, will be one of the transferred assets.

2.3.3. If we have been legitimately asked to provide information for legal or regulatory purposes or as part of legal proceedings or prospective legal proceedings.

2.3.4. We employ companies and individuals to perform functions on our behalf and we may disclose your Personal Data to these parties for the purposes set out in clause 2.1 or, for example, for fulfilling orders, delivering packages, sending postal mail and email, removing repetitive information from customer lists, analysing data, providing marketing assistance, providing search results and links (including paid listings and links) and providing customer service. Those parties are bound by strict contractual provisions with us and only have access to Personal Data needed to perform their functions, and may not use it for other purposes. Further, they must process the Personal Data in accordance with this Privacy Policy and as permitted by the Data Protection Act 1998. From time to time, these other people and organisations to whom we may pass your Personal Data may be outside the European Economic Area, including in countries where your Personal Data has fewer legal protections under the local law. We will take all steps reasonably necessary to ensure that your Personal Data is treated securely and in accordance with this Privacy Policy and the Data Protection Act 1998.

2.4. Where you give us Personal Data on behalf of someone else, you confirm that you have provided them with the information set out in this Privacy Policy and that they have not objected to such use of their Personal Data.

2.5. In connection with any transaction which we enter into with you:

2.5.1. We, and other companies in our group, may carry out credit and fraud prevention checks with one or more licensed credit reference and fraud prevention agencies. We and they may keep a record of the search. Information held about you by these agencies may be linked to records relating to other people living at the same address with whom you are financially linked. These records will also be taken into account in credit and fraud prevention checks. Information from your application and payment details of your account will be recorded with one or more of these agencies and may be shared with other organisations to help make credit and insurance decisions about you and members of your household with whom you are financially linked and for debt collection and fraud prevention. This includes those who have moved house and who have missed payments.

2.5.2. If you provide false or inaccurate information to us and we suspect fraud, we will record this and may share it with other people and organisations. We, and other credit and insurance organisations, may also use technology to detect and prevent fraud.

2.5.3. If you need details of those credit agencies and fraud prevention agencies from which we obtain and with which we record information about you, please write to our Data Protection Manager at thisEcho, 130 Old Street, London, UK, EC1V 9BD.

3. Protecting Information

We have strict security measures to protect Personal Data.

3.1. We work to protect the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input.

3.2. We maintain physical, electronic and procedural safeguards in connection with the collection, storage and disclosure of personally identifiable customer information. Our security procedures mean that we may occasionally request proof of identity before we disclose personal information to you.

3.3. It is important for you to protect against unauthorised access to your password and to your computer. Be sure to sign off when you finish using a shared computer.

4. The Internet

4.1. If you communicate with us using the Internet, we may occasionally email you about our services and products. When you first give us Personal Data through the Reseller, we will normally give you the opportunity to say whether you would prefer us not to contact you by email. You can also always send us an email (at the address set out below) at any time if you change your mind.

4.2. Please remember that communications over the Internet, such as emails and webmails (messages sent through a website), are not secure unless they have been encrypted. Your communications may go through a number of countries before they are delivered – this is the nature of the Internet. We cannot accept responsibility for any unauthorised access or loss of Personal Data that is beyond our control.

4.3. We may use ‘cookies’ to monitor how people use our site. This helps us to understand how our customers and potential customers use our website so we can develop and improve the design, layout and function of the sites. A cookie is a piece of information that is stored on your computer’s hard drive through your browser, to recognise your browser and which records how you have used a website. This means that when you go back to that website, it can give you tailored options based on the information it has stored about your last visit. You can normally alter the settings of your browser to prevent it from accepting cookies.

4.4. If you do not want us to use cookies in your browser, you can set your browser to reject cookies or to tell you when a website tries to put a cookie on your computer. However, you may not be able to use some of the products or services on our website without cookies.

5. Cookies

5.1. What are cookies? A cookie is a piece of information that is stored on your computer’s hard drive through your browser, to recognise your browser and which records how you have used a website. This means that when you go back to that website, it can give you tailored options based on the information it has stored about your last visit. You can normally alter the settings of your browser to prevent it from accepting cookies.

5.2. How do we use cookies? Some services on this website require us to collect personal information from you. To comply with the Data Protection Act, we have a duty to tell you how we store the information we collect and how it is used. Any information you do submit will be stored securely and will never be passed on or sold to any third party.

Log files are maintained and analysed of all requests for files on this website’s web servers. Log files do not capture personal information but do capture the user’s IP address, which is automatically recognised by our web servers.

Aggregated analysis of these log files is used to monitor website usage. These analyses may be made available to thisEcho staff, Reseller staff, and partner agencies to allow them to measure, for example, overall popularity of the site and typical user paths through the site.

Except as stated already, thisEcho will make no attempt to use cookies to identify individual users. You should be aware, however, that access to web pages will generally create log entries in the systems of your ISP or network service provider. These entities may be in a position to identify the client computer equipment used to access a page. Such monitoring would be done by the provider of network services and is beyond the responsibility or control of thisEcho.

thisEcho will make no attempt to track or identify individual users, except where there is a reasonable suspicion that unauthorised access to systems is being attempted. In the case of all users, thisEcho reserves the right to attempt to identify and track any individual who is reasonably suspected of trying to gain unauthorised access to computer systems or resources operating as part of thisEcho web services.

As a condition of use of this site, all users must give permission for thisEcho to use its access logs to attempt to track users who are reasonably suspected of gaining, or attempting to gain, unauthorised access.

All web log file information collected by thisEcho or Resellers is kept secure and no access to raw web log files is given to any third party.

5.3. The cookie names we might use are described and explained below:

__utma (host: mybusinessworks.co.uk) Google Analytics: We use Google Analytics to monitor traffic levels, search queries and visits to this website.

__utmb (host: mybusinessworks.co.uk) Google Analytics stores IP address anonymously on its servers in the US, and neither BCSG nor Google associate your IP address with any personally identifiable information.

__utmc (host: mybusinessworks.co.uk) These cookies enable Google to determine whether you are a return visitor to the site, and to track the pages that you visit during your session.

__utmz (host: mybusinessworks.co.uk)

__utma (host: static.olark.com) These cookies are used to identify your unique session on the website. Typically used to maintain the integrity of your session while transacting information with a website (accessing secure areas, forms submissions etc.)

__utmz (host: static.olark.com)

5.4. How to reject cookies: If you do not want us to use cookies in your browser, you can set your browser to reject cookies or to tell you when a website tries to put a cookie on your computer. However, you may not be able to use some of the thisEcho products or services without cookies.

5.5. Turning Off Cookies in Different Browsers: The Help menu on the menu bar of most browsers will tell you how to prevent your browser from accepting new cookies, how to have the browser notify you when you receive a new cookie and how to disable cookies altogether. Additionally, you can disable or delete similar data used by browser add-ons, such as Flash cookies, by changing the add-ons settings or visiting the website of its manufacturer.

More information: For more information generally on cookies, including how to disable them, please refer to aboutcookies.org (http://www.allaboutcookies.org/). You will also find details on how to delete cookies from your computer.

6. Links

6.1. thisEcho products and services may include third-party advertising and links to other websites. We do not provide any personally identifiable customer Personal Data to these advertisers or third-party websites.

6.2. These third-party websites and advertisers, or Internet advertising companies working on their behalf, sometimes use technology to send (or “serve”) the advertisements that appear on thisEcho products and services directly to your browser. They automatically receive your IP address when this happens. They may also use cookies, JavaScript, web beacons (also known as action tags or single-pixel gifs), and other technologies to measure the effectiveness of their ads and to personalise advertising content. We do not have access to or control over cookies or other features that they may use, and the information practices of these advertisers and third-party websites are not covered by this Privacy Policy. Please contact them directly for more information about their privacy practices. In addition, the Network Advertising Initiative offers useful information about Internet advertising companies (also called “ad networks” or “network advertisers”), including information about how to opt-out of their information collection.

6.3. We exclude all liability for loss that you may incur when using these third party websites.

7. Further Information

7.1. If you would like any more information or you have any comments about our Privacy Policy, please either write to us at Data Protection Manager, thisEcho, 130 Old Street, London, UK, EC1V 9BD.

7.2. We may amend this Privacy Policy from time to time without notice to you, in which case, we will publish the amended version in this same location. You confirm that we shall not be liable to you or any third party for any change to this Privacy Policy from time to time. It is your responsibility to check regularly to determine whether this Privacy Policy has changed.

7.3. You can ask us for a copy of this Privacy Policy and of any amended Privacy Policy by writing to the above address. This Privacy Policy applies to Personal Data we hold about individuals. It does not apply to information we hold about companies and other organisations.

7.4. If you would like access to the Personal Data that we hold about you, you can do this by writing to us at the address noted above. There may be a nominal charge of £10 to cover administrative costs.

7.5. We aim to keep the Personal Data we hold about you accurate and up to date. If you tell us that we are holding any inaccurate Personal Data about you, we will delete it or correct it promptly. Please write to us at the address above to update your Personal Data.

Terms of Business between bOnline Ltd. and You

INTRODUCTION

These terms and conditions (the “Terms of Business”) govern the provision of the bOnline marketing solution (“Service”, as further defined below) provided by bOnline Ltd. with registered office at Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE (“bOnline” or “us” or “we”, as the context may be) to our customers (“Customer” or “you”, which includes anyone acting on your behalf or with your authorisation).

By ordering any of the Services, you signify that you have read and accepted these Terms of Business.

The Services and/or any part thereof may be subject to other terms and conditions and your use of such Services is subject to and conditioned upon your acceptance of such additional terms and conditions (the “Additional Terms”).

AGREED TERMS:

1 Interpretation

1.1 The definitions and rules of interpretation in this Clause apply in these Terms of Business (unless the context requires otherwise).

“Account”

means the user admin area allocated to the Customer that allows the Customer to access the Services and the statements of Charges payable by the Customer for the provision of Services;

“Admin Fee”

means bOnline’s small administrative fee as set out in the Price List (currently £49 though subject to change) to cover its reasonable costs incurred on termination;

“bOnline Materials”

means the data, software, trade marks, domain names, stock images, default text, documents and any other materials or information owned by or licensed to bOnline and/or developed by bOnline in connection with the provision of the Services to the Customer;

“Charges”

means bOnline’s charges for the provision of the Services including but not limited to the monthly Charge, as may be set out in the Price List, or as otherwise agreed in writing;

“Commencement Date”

has the meaning given in Clause 2.1;

“Confidential Information”

means all information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party to another Party including, without limitation, any information relating to products, operations, processes, plans or intentions, client information, product information, Intellectual Property Rights, market opportunities and business affairs or those of clients or other contacts (and for the purposes of this definition, “confidential nature” shall refer to information which is identified as confidential at the time of disclosure or would be considered to be confidential by a reasonable person based upon the nature of the information and the circumstances of disclosure);

“Customer”

means the person stated in the Order Form and/or where the context requires, a person bOnline reasonably believe is acting on that person’s authority;

“Customer Materials”

means the Customer materials which are developed and/or provided by the Customer independently of the delivery of Services but that may be integrated in the Services and/or placed in the Customer website;

“Domain Transfer Fee”

means bOnline’s small administrative fee as set out in the Price List (currently £49 though subject to change) to cover its reasonable costs incurred in transferring a domain name to the Customer on termination;

“Intellectual Property Rights”

means all vested, contingent and future intellectual property rights including but not limited to the following: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trade mark and trade name rights and similar rights; (d) trade secrets and Confidential Information, know-how, database rights, system process and techniques, designs, prototypes, enhancements, improvements, customization, work-in-progress, research and development information; (e) together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.

“Order Form”

means an application form (either online or in hard copy) submitted by the Customer and accepted by bOnline to order the Services subject to these Terms of Business;

“Parties” or “Party”

means bOnline and/or the Customer;

“Price List”

means the price list as available and/or published at http://www.bonline.com/pricing and as may be amended from time to time pursuant to these Terms of Business;

“Services”

means bOnline’s complete online software marketing solution for businesses which allows users to set up, design and manage their website together with the relevant online marketing tools and ancillary services, such as support and hosting and bOnline’s professional design service, as listed in the Price List;

“Service Hours”

means the standard or core hours/days where full bOnline’s support and customer services are available as published at http://www.bonline.com/website-support;

“Software”

means any software and relevant documentation licensed to the Customer by bOnline in connection with or to enable the Customer to use the Services;

“Standard Service Levels”

means the bOnline standard service levels if any, in relation to the Services;

“Terms of Business”

means collectively these terms and conditions and any other terms referred herein, the applicable charges and the Order Form; and

“Trial”

has the meaning ascribed to it in Clause 2.3.

1.2 In these Terms of Business (except where the context otherwise requires):

1.2.1 The Clause headings are included for convenience only and shall not affect the interpretation of these Terms of Business;

1.2.2 Use of the singular includes the plural and vice versa;

1.2.3 A reference to writing or written includes faxes and e-mail;

1.2.4 Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);

1.2.5 Any reference to a Party or to the Parties or their respective affiliates shall be deemed to include the party or parties hereto and their respective successors and permitted assigns and their respective employees;

1.2.6 Any reference to an enactment, statute, statutory provision or subordinate legislation (“Legislation”) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation.

2 Commencement

2.1 The Commencement Date shall be the date the Customer first registers with bOnline through its website or any other means offered by bOnline pursuant to Clause 3 and, upon an initial confirmation pursuant to Clause 2.3, shall automatically renew for subsequent periods of one (1) month, unless otherwise agreed between the Parties.

2.2 The Customer will receive an Account and a password upon completing the Services’ registration process and, upon the Customer’s request, bOnline may procure a domain name connected to such Account hosted on bOnline’s website. The Customer is responsible for maintaining the confidentiality of the password and Account, and is fully responsible for all activities that occur under its password or Account.

2.3 The Customer may, opt for a free trial of certain Services as a thirty (30) day trial for the Customer’s own internal evaluation purposes, and not for commercial or external purposes (a “Trial”), such Trial to be governed by these Terms of Business. If the Customer chooses to use the Services associated with the Trial for more than thirty (30) days, the Customer shall, three (3) days prior to the expiration of the Trial, comply with Clause 3.1, providing to bOnline the details required to set up a debit card with bOnlien and/or its third party payment agents and pay the appropriate charges in accordance with the Terms of Business. If the Customer does not subscribe for the full Services after the thirty (30) day trial period, the Customer shall upon expiration of the Trial, immediately cease using the Services and immediately delete any bOnline Materials from its computer system or otherwise stored by it. The Services under the Trial are provided without warranty and only with limited support and consultancy.

3 Subscription

3.1 To subscribe for the Services the Customer must complete and submit to bOnline an Order Form or confirm acceptance by telephone.

3.2 Notwithstanding Clause 3.1, if at its discretion bOnline accepts an order for Services placed other than on its Order Form or if following the Customer’s request, bOnline provides Services without having received from the Customer an Order Form, the Services shall be subject to these Terms of Business.

3.3 By subscribing to the Services the Customer confirms and warrants that the Services will be used for business use only.

4 Service Obligations

4.1 In consideration of the Customer complying with its obligations under these Terms of Business, bOnline shall provide the Services, as set out in Order Form or otherwise agreed between the Parties, to the Customer. Where Additional Terms apply to a particular Service, they will be accessible for the Customer within, or through the use of that Service.

4.2 bOnline shall provide the Services in accordance with the reasonable skill and care of standard practice in the relevant industry.

4.3 The Internet is separate from our Services and the use of the Internet is at the Customer’s own risk and subject to any applicable laws regulations and codes of practice. We disclaim any responsibility for any internet content.

5 Customer Obligations

5.1 The Customer shall promptly supply bOnline with all information and materials reasonably required by bOnline to provide the Services.

5.2 The Customer undertakes not to re-sell the Services to any person.

5.3 The Customer undertakes to use the Services in accordance with these Terms of Business, any such conditions and/or reasonable instructions as may be notified to the Customer by bOnline from time to time and in accordance with any applicable law and regulations.

5.4 The Customer shall not use or allow anyone to use the Services:

5.4.1 to send or receive a communication which is offensive, abusive, indecent, obscene or menacing;

5.4.2 to cause annoyance, inconvenience or needless anxiety to anyone;

5.4.3 to violate or infringe the rights of any person;

5.4.4 in breach of these Terms of Business;

5.4.5 in breach of the law; or

5.4.6 to commit fraud or a criminal offence.

5.5 The Customer must keep the password and the Account safe and confidential and notify bOnline immediately if any third party becomes aware of it. bOnline reserves the right to change the password without notice and if it has reason to believe that the Customer is in breach of this Clause 5.5 to invalidate such password and Account and/or to suspend the Services.

5.6 The Customer is responsible for the use of the Services (whether authorised or not and whether by the Customer or any other person including any hacker), including without limitation for all charges incurred and for any breaches of these Terms of Business.

5.7 The Customer shall back up copies of any Customer Materials uploaded or used in connection with the Services.

5.8 The Customer gives permission to bOnline to carry out credit checks on the Customer. If at any time before or during the term of these Terms of Business the Customer fails to meet the standard of creditworthiness deemed acceptable by bOnline, or the Customer delays any payments due on two occasions within a period of 12 months, bOnline shall be entitled to terminate these Terms of Business immediately on written notice to the Customer.

6 Charges

6.1 All Charges shall be payable by the Customer to bOnline (or such person as bOnline or the person invoicing on behalf of bOnline shall specify) within 10 days of the date of the invoice, unless according to the Price List those Charges are set as a one-off payment in which case they shall be payable immediately upon the Commencement Date by credit card.

6.2 The Customer shall pay the Charges (save for any erroneous Charges) in full without any set-off, deduction, withholding, restriction or condition whatsoever.

6.3 All Charges payable by the Customer will be invoiced accordingly and charged monthly in advance, unless otherwise set out in the Price List.

6.4 If payment is not made when due, bOnline may, without prejudice to its other rights, charge daily interest at an annual rate of 3% above the base rate for lending of Barclays Bank plc on any amount the Customer fails to pay, from the date when payment was due until the date of actual payment. Interest will continue to accrue even if the Terms of Business is terminated.

6.5 All sums due to bOnline under these Terms of Business are, unless otherwise stated, exclusive of Value Added Tax (“VAT”) or any other applicable tax which shall be charged to the Customer.

6.6 If payment of the Charges is not made when due, without prejudice to any other rights, bOnline shall no longer be obliged, as from such date, to provide Services until such amounts are fully paid by the Customer.

6.7 The Customer must reimburse bOnline all costs and expenses (including legal costs) incurred in the collection of any overdue amounts. Costs and expenses will continue to accrue even if the Terms of Business is terminated.

6.8 If a direct debit is dishonoured or cancelled, bOnline shall be entitled to pass on to the Customer any third party charges bOnline incurs and in addition, bOnline may suspend its Service.

6.9 Any allegation as to an error in an invoice must be notified by the Customer to bOnline within 15 days of the date the Customer receives bOnline’s invoice with the alleged error, failing which the invoice shall be deemed accurate and the Customer’s right to challenge any such invoice be automatically waived. bOnline will investigate with all good faith any allegation of error in an invoice and shall inform the Customer of the outcome of such investigation. Any refund of any Charges wrongly debited to the Customer shall be paid by way of credit to the Customer’s next following invoice.

6.10 If an underlying provider of bOnline increases the costs payable by bOnline in respect of any element of the Services, then bOnline shall, with immediate effect upon notice, be entitled to increase the Charges payable by the Customer in respect of such element. bOnline shall provide the Customer with as much notice of any increase of the Charges as is reasonably practicable in all the circumstances, having regard to (among other things) the amount of notice provided to bOnline by the provider in relation to the increase of the costs payable by bOnline. In such circumstances, the Customer may give notice to bOnline to terminate these Terms of Business at the end of the month or of any other specified term in which the notice was received. The continuing use of the Services after such period shall be considered as acceptance of the increase in Charges by the Customer.

6.11 bOnline may decrease Charges at any time without notice and the Customer shall have no right to terminate the Terms of Business.

6.12 The Customer’s liability for Charges starts from the Commencement Date whether or not the Services are used.

6.13 The payment processing service, may be handled directly by bOnline or by online third parties. Where a third party handles a payment, the payment is subject to the terms of use and privacy policy of such third party (including among others payment methods, tax liability, collection and use of your personal information, and support levels). We recommend that the Customer reviews the terms of use and privacy policy of such third parties before submitting any personal information and using such third parties’ services.

7 Services Limitations and Outages

7.1 Where under these Terms of Business, bOnline is providing Services to the Customer, the Customer confirms that it understands that the Services may be provided by bOnline using Internet and therefore may sometimes be unavailable as a result of things over which bOnline has no control, such as failure of the Customer’s broadband connection or internet service provider, power disruptions, the weather, etc. The Services may also not be available due to suspension of the Services by bOnline in accordance with these Terms of Business. bOnline may from time to time vary the technical and/or operational procedures for use of the Services. bOnline will not be liable to the Customer or any third party for any losses whatsoever caused by such inconveniences, to the maximum extent permitted by law.

8 Materials and Intellectual Property Rights

8.1 Except for the display of bOnline’s name, trade marks and/or logo, or wording such as “Website powered by bOnline Ltd.” at the bottom of the Customer home page solely in accordance with bOnline guidelines , nothing in these Terms of Business entitles the Customer to use bOnline’s name, logo and trade mark or any of bOnline’s Intellectual Property Rights in any of the Customer’s company’s promotional literature or otherwise.

8.2 All Intellectual Property Rights pertaining to the Services, bOnline Materials and the Software shall remain the sole and exclusive property of bOnline or its licensors and nothing shall operate so as to transfer any interest, or, create any licences (implied or otherwise), in bOnline’s Intellectual Property Rights to the Customer, except as expressly stated in these Terms of Business.

8.3 Where bOnline has registered the domain name on the Customer’s behalf this domain name will be registered to bOnline. Upon registration of such domain name the Customer acquires a personal, world-wide, revocable, non-transferable right to use the domain name for the period agreed but does not hold title to it. bOnline agrees to transfer this domain to the Customer or his/her agent when asked to do so and/or pursuant to Clause 16.4.2, providing that all charges and/or fees have been settled, including the Domain Transfer Fee. For the avoidance of doubt, in such case the Customer shall be responsible for renewing the registration of its domain name(s) and finding a new host for the respective domain name(s).

8.4 Subject to the Customer’s continued compliance with these Terms of Business, bOnline grants to the Customer for as long as it continues to pay for the Services, a personal, world-wide, revocable, non-transferable, non-exclusive licence to use bOnline Materials and the Software (including the Intellectual Property Rights therein) but only to the extent strictly necessary for the Customer to enjoy the Services provided by bOnline and subject to the restrictions associated with the Services for which the Customer subscribes.

8.5 Except as expressly authorised by any relevant law or necessarily required for use of the Services in accordance with these Terms of Business, the Customer shall not transfer, reproduce, exploit, make available, modify, alter, integrate, merge, decompile or reverse engineer bOnline Materials and the Software (including the Intellectual Property Rights therein) or create any derivative works of the same.

8.6 The Customer hereby grants to bOnline a world-wide, non-exclusive, royalty-free licence (with full right to sublicense) to use, publish, display, reproduce, exploit, modify, alter, integrate, make available, merge, decompile or reverse engineer the Customer Materials for its business operations, the purposes of providing the Services and fulfilling bOnline’s obligations under these Terms of Business.

8.7 The Customer warrants that it is either the owner of, and has all right, title and interest in and to, the Customer Materials, or that it has sufficient rights to the Customer Materials to grant the rights set forth herein. Nothing in these Terms of Business shall limit the Customer’s liability for breach of this warranty or for breach by the Customer of bOnline’s Intellectual Property Rights.

9 Software

9.1 The Customer agrees to comply with the terms of these Terms of Business and any licences required by bOnline or other owner of any Intellectual Property Rights in the Software.

9.2 Whilst bOnline and its suppliers have made reasonable efforts to minimise defects or errors in the Software and to check the Software for viruses, bOnline does not warrant that the Customer’s use of the Software will be uninterrupted or that the operation of the Software will be error free, virus free or secure, or that the Software and the functions of the Software will be merchantable and will meet the Customer’s requirements. In addition, the security mechanism implemented by the Software has inherent limitations and the Customer shall have sole responsibility in determining that the Software sufficiently meets the Customer’s needs.

9.3 To the maximum extent permitted by law and upon prompt notification of the Customer, bOnline’s sole liability (and Customer’s sole remedy) with respect to the Software shall be to use all reasonable endeavours to correct the defective Software.

10 bOnline’s Website

10.1 bOnline’s website shall remain the property of bOnline or its nominees.

11 Data Protection

11.1 bOnline operates in accordance with the Data Protection Act 1998 as updated or amended from time to time and as set out in the bOnline ‘Privacy Policy’ at www.bOnline.com.

11.2 bOnline may use any information supplied by the Customer for providing the Customer with the Services, for its own administrative and customer service purposes or for any other purpose required by law, including prompt disclosure of the current contact information provided by you and your identity to a party providing bOnline with reasonable evidence of actionable harm caused by wrongful use of the registered domain name. Without limitation bOnline shall be entitled to disclose information provided by the Customer to a debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider. To enable bOnline to provide the Services, bOnline shall also be entitled to disclose such information to other underlying provider’s companies.

11.3 In order to maintain quality and for training purposes, bOnline may monitor and record telephone conversations with the Customer.

11.4 bOnline shall be entitled to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of bOnline’s Customer base (including the Customer) but which is anonymous and does not describe or reveal the identity of any particular Customer to any third party.

11.5 Unless the Customer notifies bOnline in writing by sending an unsubscribe email to unsubscribe@bonline.com, bOnline may:

11.5.1 use information provided by the Customer for market research purposes or to supply the Customer with information about other products or services available from bOnline;

11.5.2 provide information supplied by the Customer to third parties for market research purposes or to enable them to supply the Customer with information about their products.

12 Confidentiality

12.1 Each Party (in this Clause the “Receiving Party”) undertakes to the other Party (in this Clause the “Disclosing Party”):

12.1.1 to keep confidential the Disclosing Party’s information of a confidential nature obtained from the Disclosing Party in discussions leading to these Terms of Business and subsequently received pursuant to these Terms of Business;

12.1.2 not to disclose the Confidential Information in whole or in part to any other person without the Disclosing Party’s written consent, except to the Receiving Party’s employees, agents and its sub-subcontractors involved in the supply or use of the Services (as the case may be) on a confidential and need-to-know basis; and

12.1.3 to use the Confidential Information solely in connection with the supply or use of the Services (as the case may be) and not for its own or the benefit of any third party.

12.2 The confidentiality obligations in this Clause 12 will not apply if the Receiving Party is required by court, government or other regulatory body to disclose the Confidential Information, but only to the extent required by law, provided that the Receiving Party gives the Disclosing Party written notice as soon as practicable of such requirement.

12.3 The confidentiality obligations in this Clause 12 will not extend to the Confidential Information which the Receiving Party can prove to the Disclosing Party’s reasonable satisfaction:

12.3.1 has ceased to be secret without default of the Receiving Party’s part; or

12.3.2 was already in the Receiving Party’s possession prior to disclosure by the Disclosing Party; or

12.3.3 has been received from a third party who did not acquire it in confidence.

12.4 Clauses 11.5 and 12 shall survive termination of these Terms of Business or any part of it.

13 Limitations of Liability

13.1 Nothing in these Terms of Business excludes or restricts each Party’s liability for fraudulent misrepresentation, death or personal injury resulting from its own negligence or that of its employees while acting in the course of their employment by such Party. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.

13.2 Nothing in these Terms of Business shall exclude or restrict a Party’s liability for matters which cannot by law be excluded or restricted.

13.3 Except as expressly stated in these Terms of Business, all warranties, representations, conditions, undertakings or terms, express or implied in respect of the bOnline’s Services are excluded to the fullest extent permitted by law.

13.4 bOnline makes no express or implied warranty relating to the performance, quality or fitness for a particular purpose of the Software. No agent or employee of bOnline is authorised to make any representation or modifications, extensions, or additions to this Clause.

13.5 In particular, but without prejudice to the generality of Clause 13.3, the Customer acknowledges and accepts that:

13.5.1 bOnline does not warrant that the Services will be available at any particular time or continuously;

13.5.2 the repair of any fault with the Customer’s Internet connection is the sole responsibility of such carrier or provider (e.g. BT or Virgin Broadband); and

13.5.3 bOnline is not responsible for any loss of or disruption to Services due to failure of a carrier network or network provider.

13.6 bOnline’s, its employees’ and its sub-subcontractors’ entire liability to the Customer (including without limitation liability for negligence) shall be limited for one claim or a series of related or unrelated claims within a period of 12 months to the lesser of:

13.6.1 the value of bOnline’s Charges paid by the Customer within the previous 12 month period; and

13.6.2 £1,000.

13.7 Neither Party shall be liable in contract, tort or otherwise (including liability for negligence), for loss or damage, whether direct or indirect, of business, production, data, operation time, goodwill, revenue, profits, for any loss of anticipated savings, for wasted expenditure or for any indirect or consequential loss whatsoever.

13.8 bOnline shall not be liable to the maximum extent permitted by law for any loss of data resulting from the use of the Services including without limitation any delays, non-delivery or missed deliveries directly or indirectly caused by bOnline.

13.9 Without undertaking any obligations to give any such advice and/or recommendations, bOnline shall not be liable to the maximum extent permitted by law for any loss or damage suffered by the Customer as a result of placing reliance on bOnline’s advice and/or recommendations regarding the use of a third party’s products or services.

14 Force Majeure

14.1 Neither Party shall be liable for any breach of its obligations under these Terms of Business (other than in relation to payment of sums due) where it is hindered or prevented from carrying out its obligations by any cause outside its reasonable control, including, without limitations, acts of God, acts of Government or other competent regulatory authority, lightning, fire, flood, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law or regulation and accident (or by any damage caused by any of such events).

15 Suspension

15.1 bOnline may at its discretion and without liability to the Customer:

15.1.1 temporarily suspend the Services or any part thereof to vary the technical specification of the Services or for repair, maintenance or improvement or to protect life, limb or property;

15.1.2 suspend the Services and/or terminate the Terms of Business if the Customer is in breach of any provisions of Clause 6 (Charges) or should the Customer’s direct debit be cancelled or otherwise not validly be in place;

15.1.3 give such instructions to the Customer about the use of the Services it deems reasonably necessary;

15.1.4 do whatever is required of it to comply with laws, regulations or instructions issued by the Government, an emergency service or other competent authority; and

15.1.5 suspend the Services in any circumstance in which it is entitled to terminate these Terms of Business.

15.2 Except in an emergency when no such notice is required, bOnline will aim to give the Customer as much notice as reasonably practicable if the Services are to be suspended but the Customer shall have no claim against bOnline for any suspension of the Services. Any exercise by bOnline of its right to suspend the Services shall not exclude bOnline’s right subsequently to terminate these Terms of Business.

15.3 If the Services are suspended pursuant to the Customer’s default, the Customer must continue to pay Charges during such suspension and shall reimburse bOnline’s costs and expenses reasonably incurred by the implementation of such suspension together with all outstanding amounts due under these Terms of Business.

15.4 The Customer must indemnify and hold harmless bOnline against all liabilities, claims, damages, losses and proceedings arising out of or in any way connected with any use of the Services in contravention of these Terms of Business or the law.

16 Termination

16.1 Subject to Clause 16.3, the Customer may terminate these Terms of Business prior to the expiry of the term.

16.2 bOnline may terminate these Terms of Business immediately on written notice , and without having to pay any compensation to the Customer if:

16.2.1 the Customer is the subject of bankruptcy or insolvency proceedings in the United Kingdom or elsewhere, a receiver or administrator (or equivalent) is appointed over any of the Customer’s assets, or the Customer enters into any formal or informal composition or arrangement (or equivalent) with the Customer’s creditors, or the Customer or bOnline reasonably believes that such events are reasonably likely to occur. For the purposes of this Clause 16.2.1 “Customer” shall include the Customer’s direct and/or indirect parent company;

16.2.2 the Customer makes a material misstatement in the details the Customer has supplied to bOnline to enable bOnline to provide the Services;

16.2.3 the Customer materially breaches (including without limitation failure to pay any Charges promptly) these Terms of Business or any other Terms of Business the Customer has with bOnline;

16.2.4 bOnline suspects on reasonable grounds that the Customer may have committed or may be committing (i) a breach of any law; and/or (ii) any fraud against bOnline or any third party;

16.2.5 in any circumstances where under these Terms of Business, bOnline has the right to suspend Services;

16.2.6 the Customer fails to meet the bOnline’s required standard of creditworthiness; or

16.2.7 any contract between bOnline and a third party provider of a service is terminated where such termination affects the provision of the Services.

16.3 If the Customer terminates these Terms of Business pursuant to Clause 16.1 above or bOnline terminates the Terms of Business pursuant to Clause 16.2 above, any outstanding charges and/or fees shall become immediately due and payable and the Customer shall, without prejudice to any claim for damages by bOnline for any breach of these Terms of Business, pay to bOnline and bOnline shall receive payment of the Admin Fee, the Domain Transfer Fee (if applicable), the Charges to end of the month or of any other specified minimum term and any other outstanding Charges.

16.4 Notwithstanding the foregoing, if the Customer has subscribed for a Service subject to one-off payment in advance, the Customer is entitled to a refund if the Customer notifies bOnline within fourteen (14) days of payment. The Customer will not be entitled to a refund once the Customer proceeds beyond the Briefing stage, irrespective of the number of days since payment. No refunds of any fees already paid under any circumstances will be granted except as set out in this Clause 16.4 or otherwise specified by bOnline to the Customer in writing.

16.5 You agree to defend, indemnify and hold harmless bOnline, its subsidiaries, affiliates, officers, directors, agents, partners, employees and attorneys for any loss, liabilities, damages, costs or expenses, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand arising out of or related to:

16.5.1 Your use of any domain name registration or other Service(s).

16.5.2 The content of the Service(s).

16.5.3 Your breach or violation of any term, condition, representation or warranty of these Terms of Business.

16.5.4 Your violation of any rights of others.

16.6 we may require you to reimburse us for any reasonable and foreseeable losses, costs and expenses which we incur as a direct result of the misuse of the Services either by yourself or by someone you have knowingly or negligently allowed to use the Services.

16.7 On termination or expiry of these Terms of Business:

16.7.1 any licence granted to the Customer under these Terms of Business shall immediately cease, the Customer must immediately stop using the Services and all amounts the Customer owes to bOnline for the use of the Services shall be due and payable in full and the Customer shall have no right to withhold or set off any such amounts;

16.7.2 if bOnline provided the Customer with a domain name, bOnline shall transfer in accordance with Clause 8.3 such domain name to the Customer following receipt by bOnline of the relevant Domain Transfer Fee;

16.7.3 bOnline shall have the right to remove, cancel, delete and terminate any of the Customer’s Account, and any content or data uploaded or integrated with (or available on) Services without being liable for any losses;

16.7.4 within 7 days of the termination the Customer shall return to bOnline or destroy (and in that case certify destruction of) the Confidential Information, bOnline Materials and/or Software (including without limitation all copies in whatever format).

16.8 The termination of these Terms of Business for whatever cause shall not affect any provision of these Terms of Business which is expressed or by implication intended to survive or operate in the event of termination of these Terms of Business.

17 Assignment and Sub-contracting

17.1 The Customer must not assign or delegate or otherwise deal with all or any of its rights or obligations under these Terms of Business without the prior written consent of bOnline.

17.2 bOnline may assign, transfer (in whole or in part) or charge or deal in any manner or otherwise delegate all or any of its rights or obligations under these Terms of Business to any person or entity.

17.3 bOnline may sub-contract any of its obligations under these Terms of Business.

18 Variation

18.1 Except as described in Clause 18.2 below, any variation to these Terms of Business shall be agreed by the Parties in writing.

18.2 Notwithstanding Clause 18.1, bOnline reserves the right to amend or vary these Terms of Business (other than in relation to variations in accordance with Clause 6.10 of these Terms of Business) by giving the Customer 30 days’ written notice thereof with effect from the start of the month following such 30 day period. If the Customer refuses to accept such amendment, it may terminate these Terms of Business at the end of the month or of any other specified termin which the notice is served. If the Customer does not terminate within such 30 day period, the Customer shall be deemed to have accepted the variation.

18.3 If the Customer requests and bOnline agrees to a change of Services, the Customer must complete such formalities as bOnline shall require to give effect to such change and the Customer must pay to bOnline its then current Charges to reflect such change of Charges change. bOnline may require payment prior to effecting such change. To reflect such change, bOnline may without notice revise the Charges.

19 Notices

19.1 Unless otherwise stated in these Terms of Business:

19.1.1 Notices sent by the Customer to bOnline shall be sent:

(a) by hand or by recorded delivery to the following address or as otherwise notified to the Customer:

Attn: bOnline Ltd

Address: Chester House Kennington Park, 1-3 Brixton Road, London SW9 6DE

(b) by electronic mail to the following electronic email address or as otherwise notified to the Customer:

Email: service@bonline.com

19.2 Notices sent by bOnline to the Customer may be sent (i) by hand or by recorded delivery to the Customer’s billing address specified on the Order Form or to the Customer’s registered office; or (ii) by fax to the Customer’s fax number specified on the Order Form or as otherwise notified by the Customer to bOnline in writing; or (iii) by electronic mail to the Customer’s electronic mail address specified on the Order Form or as otherwise notified to bOnline in writing.

19.3 Notice given by hand shall be deemed given the same day. Notice given by recorded delivery on the date and at the time of signature of the delivery receipt. Notice given by fax shall be deemed given when transmitted provided that the sender shall have received a transmission report confirming correct transmission. Any communication by electronic mail from the Customer to bOnline shall be deemed to have been received when bOnline acknowledges receipt to the Customer of such electronic mail. Any communication from bOnline to the Customer by electronic mail shall be deemed to have been made on the working day on which the notice is first stored in the Customer’s electronic mail-box.

20 Entire Terms of Business

20.1 These Terms of Business together with any other documents expressly referred to in these Terms of Business represent the entire understanding between the Parties with respect to the subject matter of it and supersedes and extinguishes all other agreements or representations (except fraudulent misrepresentations) made by either Party, whether oral or written. In particular bOnline shall not be bound by any oral or written representation (except fraudulent misrepresentations) made by its representatives unless specifically incorporated into these Terms of Business in writing.

21 Time Not of the Essence

21.1 Any dates quoted by bOnline in connection with the provision of the Services shall be treated as estimates only. bOnline accepts no liability for failure to meet such dates and time shall not be of the essence for this purpose.

22 Miscellaneous

22.1 bOnline shall not be bound by and reserves the right to correct, before and after these Terms of Business is made, any typographical, clerical or other obvious error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by bOnline.

22.2 No waiver by bOnline of any default by the Customer under these Terms of Business shall operate or be construed as a waiver by bOnline of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by bOnline to the Customer shall imply a waiver of bOnline’s rights or shall in any way release, discharge or otherwise affect the Customer’s liability under these Terms of Business.

22.3 If any court or any governmental agency or authority of competent jurisdiction holds any provision of these Terms of Business to be invalid, void, or unenforceable, including in particular any limitation of liability or exclusion of implied terms, then:

22.3.1 if necessary, the Parties agree to rewrite the applicable provision to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and

22.3.2 the remainder of these Terms of Business shall nevertheless remain legal, valid, and enforceable.

22.4 The provisions of these Terms of Business of a continuing nature shall survive termination of these Terms of Business.

22.5 In the event of any inconsistencies between the contents of Terms of Business, the Order Form and the Price List, the order of precedence shall (unless expressly stated to the contrary) be (i) these Terms of Business; (ii) the Order Form; and (iii) the Price List.

22.6 The Parties do not intend that these Terms of Business be enforceable by any person not a party to these Terms of Business including under the General Terms (Rights of Third Parties) Act 1999 with the only exception of Clause 16.5 above which will also be enforceable by bOnline’s employees and its subcontractors.

23 Governing Law and Jurisdiction

23.1 These Terms of Business and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.

23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Business or its subject matter or formation (including non-contractual disputes or claims).