PERISCOPIX PAY-PER-CLICK CAMPAIGN MANAGEMENT SERVICES ORDER FORM

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1 ORDER FORM THIS ORDER FORM This Order Form is used to receive Periscopix s pay-per-click campaign management services for the Client's websites. Once this Order Form has been completed and signed by Periscopix and the Client, Periscopix and the Client will have a legally binding Agreement incorporating this Order Form and the attached Terms and Conditions. CLIENT AND AGREEMENT DETAILS Client: Client address: Agreement date: Account: CAMPAIGN DETAILS Campaign title: Advertising platform: Product Listings Ads to be provided? [Yes / No] Campaign start date: Campaign duration: Website(s): Maximum Campaign costs budget: Client materials to be provided by the Client? Call tracking to be provided? [Yes / No] [Yes / No] DEPOSIT (not applicable if the Client's own Advertising platform account will be used for the provision of the Campaign) (excluding VAT). MANAGEMENT FEES (excluding VAT) per month. ADDITIONAL CLIENT RESPONSIBILITIES INVOICING Purchase Order No: Invoicing address: Periscopix Page 1 of 12

2 ORDER FORM CAMPAIGN CONTACTS Periscopix s Contact: Client s Contact: [insert names and contact details, including contact address] [insert names and contact details, including contact address] SIGNATURE I confirm that I have read and agree to the attached Terms and Conditions. Signed for and on behalf of Periscopix Limited by: Signed... Name... Position... Date... Signed for and on behalf of the Client by: Signed... Name... Position... Date... Periscopix Page 2 of 12

3 1 DEFINITIONS AND INTERPRETATION 1.1 In this Agreement the following expressions have the following meanings: Advertising Platform means the Advertising platform service specified in the Order Form, as provided by the third party provider of such service. Agreement means the completed Order Form which incorporates these Terms and Conditions. Call Tracking Fees has the meaning given to it in Clause 5.5. Call Tracking Service means a visitor level call tracking solution, which: (a) tracks (where possible) the visitors to the Website and when those visitors make a phone call to the Client using details on the Website; (b) provides standard reports on the data collected as part of the solution; (c) allows for the provisioning of single tracking numbers, which may allow for the tracking of how many phone calls are being generated by other advertising which may not be specific to the Website (these single tracking numbers do not provide tracking at a visitor level). Campaign means a single campaign for the advertising of the Websites using the Advertising Platform. Campaign Costs has the meaning given to it in Clause 3.4. Campaign Duration means the Campaign duration specified in the Order Form. Client means the Client entity specified in the Order Form. Client Materials means the Client s advertising designs and finished artwork (if these are to be provided by the Client, as specified in the Order Form). CTS Data has the meaning given to it in Clause 5.8. Delivery has the meaning given to it in Clause 6.2. Deposit means the Deposit (if applicable) specified in the Order Form. Intellectual Property Rights means copyrights (including copyright in computer software), database rights, rights in inventions, patent applications, patents, trade marks, trade names, know-how, service marks, design rights (whether registered or unregistered), trade secrets, rights in confidential information and all other industrial or intellectual property rights of whatever nature for the full duration of such rights, including any extensions or renewals. Management Fees means the Management fees specified in the Order Form. Management Services has the meaning given to it in Clause 3.1. Materials means all documentation and materials (including, without limitation, software) created by Periscopix pursuant to this Agreement, excluding the Reports. Order Form means the order form entitled Order Form attached to these Terms and Conditions. Periscopix means Periscopix Limited, a company incorporated under the laws of England (company number: ), having its registered office at 21 Queen Elizabeth Street, London, SE1 2PD. Reports has the meaning given to it in Clause 6.1. Websites means the Website(s) specified in the Order Form. 1.2 In this Agreement: (a) words in the singular include the plural and in the plural include the singular; (b) Clause headings shall not affect the interpretation of this Agreement; (c) references to Clauses are, unless otherwise provided, Periscopix Page 3 of 12

4 references to the Clauses of this Agreement; (d) a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it; and (e) a reference to specified in the Order Form shall be interpreted to mean specified in the Order Form (or specified in a document expressly referenced in the Order Form). 2 ORDER FORM 2.1 This Agreement is formed (and becomes legally binding) when both parties have completed and signed the Order Form. 2.2 In the event of conflict between the documents that constitute this Agreement, the following order of hierarchy shall apply: (a) first, the Clauses of these Terms and Conditions; and (b) second, the Order Form. 3 CAMPAIGN MANAGEMENT SERVICES 3.1 Periscopix shall implement and manage the provision of the Campaign commencing on the Campaign start date (as specified in the Order Form) in accordance with this Clause 3 (the Management Services ). 3.2 The provision of the Campaign shall be implemented and managed by Periscopix in accordance with the applicable Advertising Platform use terms. 3.3 Periscopix shall be entitled to adjust the Campaign parameters and configuration (at its sole discretion) for the purpose of managing the Campaign s performance. 3.4 The Client agrees that the provision and management of the Campaign involves Periscopix purchasing advertising within the Advertising Platform. The Client shall be responsible for paying the Advertising Platform charges for such advertising (the Campaign Costs ). 3.5 Periscopix shall use reasonable endeavours to inform the Client in advance of the Campaign Costs exceeding the Maximum Campaign costs budget specified in the Order Form. 3.6 Periscopix shall not be responsible for implementing and / or managing any campaigns for websites where such campaigns or websites are not expressly specified in the Order Form. 4 ADVERTISING PLATFORM 4.1 Unless otherwise agreed by Periscopix, the Client shall: (a) ensure that it sets-up and maintains an account with the Advertising Platform which can be used by Periscopix for the provision of the Campaign; (b) be responsible for paying the Advertising Platform provider directly for the fees and charges for the Advertising Platform (including, without limitation, the Campaign Costs); and (c) give Periscopix the permission to use its Advertising Platform account for the Management Services (and provide Periscopix with all reasonable information and assistance necessary to use such Advertising Platform account). 5 SERVICE SPECIFIC TERMS Product Listing Ads 5.1 If the Order Form specifies that Product Listing Ads' are to be provided then: (a) as part of the Management Services Periscopix shall manage the Campaign to include Product Listings Ads based advertising for the Client s product listings on the Websites (such product listings to be as agreed by the parties); (b) the Client shall provide an automated data feed containing details of such product listings for Periscopix s access and use in such advertising; and (c) the Client agrees that the successful provision of such advertising by Periscopix is dependent on the availability, accuracy, and timeliness of the Client s data and Periscopix Page 4 of 12

5 the data feed. Social networks 5.2 If the Order Form specifies that the Advertising Platform is to be Twitter, Facebook, or LinkedIn then as part of the Management Services Periscopix shall manage the Campaign to include content based advertising of the Websites on such Advertising Platform. If Periscopix is given access to the Client s Twitter, Facebook, or LinkedIn accounts then Periscopix: (a) shall not use such account for any non-campaign based activity or to intentionally damage the Client s reputation; (b) shall ensure that any content which is to be advertised in the Campaign shall first be approved by the Client; and (c) shall not permit any unauthorised persons to use the account login details. Call Tracking 5.3 If the Order Form specifies that Call Tracking is to be provided then as part of the Management Services Periscopix shall also use its reasonable endeavors to provide the Call Tracking Service in respect of the Campaign. The availability and performance of the Call Tracking Service is on an as is basis. 5.4 If the parties have agreed that the Call Tracking Service will be provided using the Client s own account with the third party provider of the Call Tracking Service then the Client shall: (a) ensure that it sets-up and maintains that account; (b) be responsible for paying the third party provider of the Call Tracking Service directly for the fees and charges for the Call Tracking Service; and (c) give Periscopix the permission to use such Call Tracking Service account for the purposes of providing the Call Tracking Service (and providing Periscopix with all reasonable information and assistance necessary to use the such Call Tracking Service account). 5.5 If the parties have agreed that the Call Tracking Service will be provided using Periscopix s own account with the third party provider of the Call Tracking Service then: (i) the Client shall be responsible for paying all fees and charges for the Call Tracking Service to Periscopix (the Call Tracking Fees ). The Call Tracking Fees are calculated based on Periscopix's standard rates as may be updated by Periscopix from time to time (such rates are available on request). (ii) Periscopix shall be entitled to make changes to the Call Tracking Service where the third party provider of the Call Tracking Service makes any changes to the service it provides. (iii) Periscopix shall be entitled to suspend or terminate all or any part of the Call Tracking Service where the third party provider of the Call Tracking Service suspends or terminates the service it provides. (iv) The rules and procedures of the third party provider for the Call Tracking Service shall apply to the allocation, withdrawal, and porting of numbers for the Call Tracking Service. 5.6 The Client shall not (and shall not authorise or permit any other person to) use the Call Tracking Service: (a) for any unlawful purposes; (b) to promote any goods, services, and / or content which infringes the rights of any third party; and / or (c) to promote any material which is offensive, abusive, indecent, obscene, menacing, defamatory, fraudulent, misleading, and / or illegal. 5.7 The Client shall on request co-operate with Periscopix and / or its third party suppliers in relation to any and all complaints, enquiries or investigations in respect of which Periscopix and / or its third party suppliers become involved regarding the use or receipt of the Call Tracking Services. The Client shall reimburse Periscopix Periscopix Page 5 of 12

6 and / or its third party suppliers for all costs and expenses (including reasonable legal fees) that they incur in respect of such complaints, enquiries or investigations. 5.8 The Client permits Periscopix and / or its third party supplier of the Call Tracking Service: (a) to process the data provided in relation to, and collected through, the Call Tracking Service (the CTS Data ) for the purposes of providing the Call Tracking Service; (b) to retain the CTS Data as required for the provision of the Call Tracking Service; (c) to disclosure the CTS Data as may be required by law. The Client agrees that it has all necessary consents in respect of the CTS Data to grant the permissions in this Clause The Client shall indemnify Periscopix and its third party supplier of the Call Tracking Service against any and all fines, costs, claims, demands, expenses, damages, and liabilities (including, but not limited to, all legal and other professional fees, costs, disbursements, and expenses) arising out of or in connection with: (a) any claim or determination by PhonepayPlus (and / or any regulatory body in respect the Call Tracking Service) relating to any breach of the Code by the Client; (b) any claim that Periscopix and / or its third party supplier of the Call Tracking Service is not permitted to process the CTS Data; and / or (c) any claim arising from a breach of Clause 5.6. For the purposes of this Clause 5.9, Code means any code of practice that may be issued from time to time by PhonepayPlus, OFCOM, and / or any regulatory body, in relation to telecommunication services. 6 REPORTING 6.1 Periscopix shall: (i) provide the Client with regular automated reports illustrating the performance of the Campaign; and (ii) on reasonable request, provide the Client with additional information relating to the Campaign within three (3) working days of such request, (together the Reports ). 6.2 Periscopix shall provide the Reports to the Client in accordance with Clause 6.1 in a form, and using media, agreed by the parties ( Delivery ). 6.3 Periscopix makes no representation and gives no warranty as to the accuracy of the information in the Reports which is based on information from the Advertising Platform. 7 CAMPAIGN USE AND FRAUD 7.1 If, in the provision of the Management Services, Periscopix suspects that the Campaign is subject to fraudulent activity, it shall notify the Client within one (1) working day of becoming suspicious of such activity. Other than in relation to fraudulent activity by its own directors, agents, employees and / or contractors and the financial consequences of the same, Periscopix accepts no responsibility for the detection or prevention of such fraudulent activity or the financial consequences of such activity. 7.2 The Client shall not (and shall not authorise or permit any other person to) use the Campaign and / or Management Services: (a) for any unlawful purposes; (b) to promote any goods, services, and / or content which infringes the rights of any third party; and / or (c) to promote any material which is offensive, abusive, indecent, obscene, menacing, defamatory, fraudulent, misleading, and / or illegal. 8 PERISCOPIX RESPONSIBILITIES 8.1 Periscopix warrants that it shall provide the Management Services using reasonable care and skill. 8.2 Periscopix shall use reasonable endeavours to prevent the placing of advertisements in the Periscopix Page 6 of 12

7 Campaign which seek to misrepresent the Client or seek to create a misleading impression of the goods and / or services offered by the Client over its Websites. 8.3 The Client agrees that Persicopix s provision of the Management Services pursuant to this Agreement is dependent on the performance, availability, and functionality of the Advertising Platform and the Internet. The Client agrees that Periscopix is not responsible for any adverse impact on the Campaign and / or Management Services arising from the performance, availability, and functionality of the Advertising Platform and / or the Internet and / or any other circumstances affecting the advertising networks used to operate the Campaign. 9 CLIENT RESPONSIBILITIES 9.1 The Client authorises Periscopix to provide the Management Services in respect of the Websites. 9.2 If the Order Form specifies that Client Materials are to be provided by the Client, then the Client shall: (i) provide Periscopix with the Client Materials required by Periscopix for use within the Campaign; and (ii) be responsible for ensuring that the Client Materials comply with the Advertising Platform s requirements for use of such materials within the Campaign. 9.3 If the Order Form specifies that Client Materials are to be provided by the Client, then the Client permits Periscopix (and its subcontractors) to use the Client Materials for use within the Campaign and / or the provision of the Management Services. 9.4 The Client shall provide Periscopix with prompt co-operation and assistance which Periscopix may reasonably require in order to provide the Management Services. 9.5 The Client shall be responsible for implementing any modifications and / or conversion tracking code within each of the Websites as required for the provision of the Campaign and / or Management Services. 9.6 The Client shall ensure that each of the Websites contain a privacy policy that: (i) discloses: (a) the use of third-party technology; (ii) the data collection and usage resulting from the Advertising Platform; (iii) that third parties may be placing and reading cookies on the Websites visitors browsers, or using web beacons to collect information in the course of advertising being served on the Websites; (ii) includes information about the Websites visitors options for cookie use, storage, and management; and (iii) complies with all applicable privacy laws, rules and regulations. 9.7 The Client shall ensure that any data provided by it to Periscopix for use in, or as part of, the Campaign does not include information which could be used to identify a living individual. 9.8 The Client shall not alter, delete, or interfere with the Advertising Platform account except with Periscopix's prior written consent. The Client agrees that Periscopix is not responsible for any adverse affect on the provision or performance of the Campaign and / or Management Services caused by any breach by the Client of its obligations in this Clause The Client shall perform its duties as specified in the Order Form Unless otherwise agreed by Periscopix in writing, Periscopix shall be entitled to charge the Client for any additional work performed by Periscopix due to any breach by the Client of its obligations in this Clause 9 (such charges being at Periscopix's Periscopix Page 7 of 12

8 standard rates as may be updated by Periscopix from time to time). 10 CAMPAIGN CONTACTS 10.1 Each party shall appoint a Campaign contact (as specified in the Order Form) for the Management Services who shall: (a) deal with requests for information; (b) deal with change requests under Clause 19; and (c) be responsible for agreeing and signing documentation relating to the Campaign and / or Management Services Each party shall ensure that its Campaign contact has the relevant skills and experience to enable them to fulfill their role. Each party shall notify the other party of any changes to their appointed Campaign contacts or their contact details The Client s instructions in respect of the provision of the Campaign and / or Management Services (and not, for the avoidance of doubt, notices) shall, unless otherwise agreed, be made in writing or by to Periscopix. 11 PROPERTY AND LICENCE 11.1 Risk in (and the responsibility to keep secure and insured) the Reports shall pass to the Client on Delivery Nothing in this Agreement shall have the effect of transferring to the Client ownership of Intellectual Property Rights in Reports and / or Materials Periscopix, and / or its licensors, own all Intellectual Property Rights in the Reports, Materials, and the methods, configuration, and tools used to provide the Campaign and the Management Services The Client shall (and shall procure that its contractors or agents shall) promptly enter into such documentation as is reasonably required by Periscopix to vest ownership of Intellectual Property Rights in accordance with Clauses 11.2 and Periscopix grants to the Client a non-exclusive, non-transferable, and perpetual (subject to termination by Periscopix in accordance with Clause 14.6(i) or 14.6(ii)) licence to use the Reports for its own internal business purposes The Client shall not sell, transfer, sub-license, and / or disclose the Reports to any third party. 12 FEES, COSTS, AND PAYMENT 12.1 The Deposit, Management Fees, and Call Tracking Fees shall be payable by the Client in accordance this Clause The Deposit, Management Fees, and Call Tracking Fees payable by the Client to Periscopix are payable in Pounds Sterling and are exclusive of any tax, levy or similar governmental charge (including value added or sales tax) which shall be paid by the Client at the rate and in the manner prescribed by law If the Deposit is to be paid by the Client (as specified in the Order Form) then the Deposit is payable on the Agreement date specified in the Order Form. The Management Fees are payable monthly in advance of the month to which the Management Fees relate. The Call Tracking Fees are payable monthly at the end of the month to which the Call Tracking Fees relate Periscopix shall invoice the Client for the Deposit, Management Fees, and Call Tracking Fees as and when they become payable. Unless otherwise agreed by the parties, Periscopix shall be entitled to issue its invoices to the Client by at the Invoicing address specified in the Order Form The Client must pay each validly issued invoice from Periscopix no later than thirty (30) days after the date of such invoice If any sum payable under this Agreement is not paid by the last day that the Client was entitled to make payment under this Clause 12 then (without prejudice to Periscopix s other rights and Periscopix Page 8 of 12

9 remedies): (a) by giving seven (7) days written notice to such effect, Periscopix shall be entitled to suspend the provision of the Campaign and / or the Management Services until the Client has paid all outstanding invoices; and / or (b) Periscopix reserves the right to charge interest on that sum on a daily compounded basis at the rate of three percent (3%) per annum above the base rate of Lloyds TSB Plc from time to time, from the due date until the date of actual payment, whether before or after judgment The Client shall not be entitled to set off any sums due from it to Periscopix, against sums due to the Client from Periscopix under this Agreement or any other contract. 13 CLIENT INDEMNITY 13.1 The Client shall indemnify Periscopix against any and all costs, claims, demands, expenses, damages, and liabilities (including, but not limited to, all legal and other professional fees, costs, disbursements, and expenses) arising out of or in connection with any third party claim that the data and / or materials (including, without limitation, the Client Materials) provided by the Client (or on behalf of the Client) to Periscopix infringes any Intellectual Property Rights of any third party. 14 TERM AND TERMINATION 14.1 This Agreement shall take effect on the 'Agreement date' specified in the Order Form and shall continue until terminated in accordance with this Clause Provision of the Management Services shall commence on the Campaign start date (as specified in the Order Form) and continue for the Campaign Duration following which provision of the Management Services shall continue unless or until terminated in accordance with this Agreement The Management Services may be terminated by either party on or after the date of expiry of the Campaign Duration by giving a minimum of one (1) months prior written notice to the other party Periscopix shall be entitled to suspend and / or terminate provision of the Management Services and / or Campaign if the provision of the Advertising Platform is suspended or terminated or otherwise not accessible by Periscopix This Agreement shall terminate on the date of termination of the Management Services. The Call Tracking Service shall terminate on the date of termination of the Management Services Either party shall be entitled to terminate this Agreement: (i) immediately if the other party commits any material breach of its obligations under this Agreement and fails to remedy that breach within thirty (30) days of written notice of that breach (the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, this Agreement may be terminated by written notice immediately); or (ii) immediately if the other party has a winding up petition presented or enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction without insolvency), or makes an arrangement with its creditors, or petitions for an administration order, or has a receiver, administrator or manager appointed over any of its assets, or a court or arbiter with authority to so determine determines that it is unable to pay its debts On termination of this Agreement howsoever caused: (a) each party shall promptly return all property of the other party that was provided under this Agreement; (b) the perpetual licence granted pursuant to Clause 11.5 shall remain in force (unless this Agreement is terminated by Periscopix in accordance with Clauses 14.6(i) or Periscopix Page 9 of 12

10 14.6(ii)); (c) provision of the Campaign and Management Services shall cease; (d) the rights and duties created by Clauses , 11.6, 12 (including accrued payment obligations of the Client), 14.7, 15, 16, 20.1 and 21 shall survive; and (e) any rights of either party which arose on or before termination shall be unaffected. 15 CONFIDENTIAL INFORMATION 15.1 Each party that receives ( Receiving Party ) nonpublic business and financial information ( Confidential Information ) from the other ( Disclosing Party ), whether before or after the date of this Agreement shall: (a) keep the Confidential Information confidential; (b) not disclose the Confidential Information to any person other than with the prior written consent of the Disclosing Party or in accordance with Clauses 15.2 or 15.3; and (c) not use the Confidential Information for any purpose other than the performance of its obligations or its enjoyment of rights under this Agreement ( Permitted Purpose ) The Receiving Party may disclose Confidential Information to its own officers, directors, employees, agents and advisers who may reasonably need to know for the Permitted Purpose (each a Permitted Third Party ), provided that the Receiving Party shall remain liable to the Disclosing Party for the acts, omissions, and compliance with the terms of this Clause 15 of such Permitted Third Party as if such Permitted Third Party was the Receiving Party (and a party to this Agreement). The Receiving Party shall ensure that each Permitted Third Party is made aware of and complies with all the Receiving Party s obligations of confidentiality under this Clause If required by law, the Receiving Party may disclose Confidential Information to a court or regulatory authority or agency, provided that the Receiving Party shall (if legally permissible) provide advance notice to the Disclosing Party and the Receiving Party co-operates with any attempt by the Disclosing Party to obtain an order for providing for the protection in respect of such information. 16 LIABILITY 16.1 Neither party shall exclude or limit its liability for: (a) death or personal injury caused by its negligence; and / or (b) fraud or fraudulent misrepresentation Periscopix shall not be liable for any: (a) loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, and / or loss or corruption of data; and / or (b) indirect or consequential losses The Client agrees that it will have no remedy in respect of any untrue statement or representation made to it (including those made negligently) upon which it relied in entering into this Agreement and that its only remedies can be for breach of contract (unless the statement was made fraudulently) Periscopix s Contractual Liability to the Client shall not exceed the Management Fees paid or payable by the Client. Contractual Liability means total aggregate liability howsoever arising under or in relation to the subject matter of this Agreement that is not: (a) unlimited by virtue of Clause 16.1; and (b) excluded pursuant to Clauses 16.2 and Periscopix hereby excludes any implied term concerning the Management Services, Campaign, the Call Tracking Service, and / or Reports (including, without limitation, any implied terms as to merchantability, quality, conformance with description, or fitness for purpose) whether such term is implied by statute or common law Neither party shall be liable for any delay or failure Periscopix Page 10 of 12

11 in performing its duties under this Agreement caused by any circumstances beyond its reasonable control. 17 NON-SOLICITATION 17.1 During the term of this Agreement, the Client shall not, without the prior written consent of Periscopix, solicit or entice away any employee of Periscopix who performed (or is performing) material obligations under this Agreement (excluding administrative, secretarial, or other back-office functions). If the restriction set forth in this Clause 17.1 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area for which it may be enforceable If the Client breaches Clause 17.1, it shall pay Periscopix an amount equal to the last twelve (12) months salary of the applicable individual in recognition of the value of the individual to Periscopix and cost of recruiting and training a replacement. The parties agree that this sum is a genuine pre-estimate of the loss likely to be suffered by Periscopix in these circumstances and not a penalty. Payment of the above referenced amount shall be Periscopix s only remedy for a breach of Clause ASSIGNMENT AND SUB-CONTRACTING 18.1 The Client shall not assign or otherwise transfer this Agreement or any of its rights and duties thereunder without the prior written consent of Periscopix, such consent not to be unreasonably withheld or delayed. Periscopix shall not assign or otherwise transfer any of its duties under this Agreement without the prior written consent of the Client, such consent not to be unreasonably withheld or delayed Periscopix may sub-contract the performance of any of its duties under this Agreement to any of its contractors The rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. 19 CHANGES 19.1 No changes to this Agreement shall be valid unless made in writing and signed by the authorised representatives of both parties. 20 DISPUTES 20.1 Any dispute arising under this Agreement should first be escalated to the parties Campaign contacts appointed pursuant to Clause 10. If the dispute remains unresolved for at least fourteen (14) days, it shall be referred to a senior executive of each party who shall attempt resolution through negotiations. If the dispute remains unresolved for a further fourteen (14) days, either party may refer the dispute to the English courts. 21 GENERAL PROVISIONS 21.1 Third Party Rights. The parties hereby exclude to the fullest extent permitted by law any rights of third parties to enforce or rely upon any of the provisions of this Agreement Relationship. Nothing in this Agreement shall render the Client a partner or an agent of Periscopix and the Client shall not purport to undertake any obligation on Periscopix s behalf nor expose Periscopix to any liability nor pledge or purport to pledge Periscopix s credit Publicity. The Client hereby irrevocably consents to Periscopix referring to the Client in its sales and marketing literature (including its website) Entire Agreement. This Agreement supersedes any prior contracts, arrangements and Periscopix Page 11 of 12

12 undertakings between the parties in relation to its subject matter and constitutes the entire contract between the parties relating to the subject matter No Waiver. No delay, neglect or forbearance by either party in enforcing its rights under this Agreement shall be a waiver of or prejudice those rights Severance. If any part of this Agreement is held unlawful or unenforceable that part shall be struck out and the remainder of this Agreement shall remain in full effect Notices. All notices (which include invoices) under this Agreement shall be in writing and shall be sent to the address of the recipient set out in this Agreement or to such other address as the recipient may have notified from time to time. Any notice may be delivered personally, by a reputable courier service, by first-class post, by fax, or by e- mail and shall be deemed to have been served if by hand when delivered, if by courier service or first class post forty-eight (48) hours after delivery to the courier or posting (as the case may be), if by fax when confirmation of transmission is received, or if by immediately Governing Law and Jurisdiction. This Agreement is governed by English law and is subject to the exclusive jurisdiction of the English courts. Periscopix Page 12 of 12