Ya-YaOnline Platform ( Service ).

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1 SOFTWARE AS A SERVICE AGREEMENT FOR THE USE OF: Ya-YaOnline Platform ( Service ). NOW IT IS HEREBY AGREED by and between the parties hereto as follows:- Definitions "Agreement" means this Agreement and the Schedules hereto which form an integral part of this Agreement. "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service. Contract Period means the paid period for the use of the Service. Commencement Date means the date the Service commences. "Client Data" means any data, information or material provided or submitted by you or your users to the Service in the course of using the Service. "Effective Date" means the date this Agreement is accepted. Enhancements means any additional functions, facilities added to the Service. "Initial Term" means the initial period during which you are obligated to pay for the Service. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. Users means users that you add to the system, typically individuals from trade bodies, companies supplying premium rate services etc. User data means any data, information or material provided or submitted by your users to the Service in the course of using the Service. "Ya-YaOnline Technology" means all of Ya-YaOnline proprietary technology (including software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Ya-YaOnline in providing the Service. "Service(s)" means the specific edition of the Ya-YaOnline Platform as described in Schedule B. System means the system you use to access the Services. "You(r)" means your employees, representatives, consultants, contractors, agents or users who are authorised to use the Service and have been supplied user identifications and passwords by you (or by Ya- YaOnline at your request). Third party means any person or organisation otherwise than you or a user. License Grant & Restrictions Ya-YaOnline hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for you and your users, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Ya-YaOnline. You shall not: license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service other than graphics relating to and designed exclusively for Client. YYO TC (for website).doc 1 of 8

2 You shall not use the system to: send spam or unsolicited messages in violation of applicable laws; send or store infringing, obscene, threatening, libellous, or otherwise unlawful material, including material harmful to children or in violation of third party privacy rights; send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks. Users on confirming their acceptance to use the system will have to acknowledge the above restrictions in order to access the system, and you shall use all reasonable endeavours to ensure users in breach are refused access to the system Client Data / User Data Ya-YaOnline does not own any data, information or material that you or your users submit to the Service in the course of using the Service. You and your users, not Ya-YaOnline, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and Ya-YaOnline shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. In the event this Agreement is terminated (other than by reason of your breach), Ya-YaOnline will make available to you a file of the Client Data as soon as is practicable and in any event within 30 days of termination if you so request at the time of termination. Intellectual Property Ownership Ya-YaOnline alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Ya-YaOnline Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Ya-YaOnline Technology or the Intellectual Property Rights owned by Ya-YaOnline. The Ya-YaOnline name, the Ya-YaOnline logo, and the product names associated with the Service are trademarks of Ya- YaOnline and no right or license is granted to use them. The Client name, logo and style, and all graphic brand property associated therewith belong to Client and no right or licence is granted to Ya-YaOnline to use them. Enhancements General availability From time to time Ya-YaOnline will upgrade the Service at no cost to the Client. Such enhancements will first be made available for testing on the client development site and after successful testing the enhancements will be made available on the live site. If any such enhancements require specific Client customisation, Ya-YaOnline will advise Client of any cost implications in advance of any work being carried out. Client requested enhancements a. Where the Client requests that Ya-YaOnline undertakes a specific Enhancement, Ya- YaOnline shall advise the Client in writing of its estimate of the time and the possible costs involved in undertaking the work. b. Once the Client has instructed Ya-YaOnline to undertake the Enhancement, Ya-YaOnline s charges shall be calculated on Ya-YaOnline's actual work undertaken, the rates for time and materials shall be as set out in Ya-YaOnline s then current Price List at the time the work is actually undertaken. YYO TC (for website).doc 2 of 8

3 All Copyrights and Intellectual Property Rights in any and all Enhancement(s) shall remain the property of Ya-YaOnline. Payment Terms (iv) Acceptance by Ya-YaOnline of any service set out in a sales order confirmation form is subject to Ya- YaOnline being satisfied in its sole discretion with the result of any credit check conducted by Ya- YaOnline or on its behalf. Unless stated to the contrary in the confirmation of order, all invoices are due for payment by the Customer within 7 days of receipt. If the Customer fails to pay any amount due to it under this Agreement, Ya-YaOnline shall be entitled but not obliged to charge interest on the overdue amount at the rate of 4 per cent per annum above the base rate for the time being of Barclays Bank Plc. Such interest shall accrue on a daily basis. Should the payment terms not be complied with, Ya-YaOnline reserves the right to terminate the Service until payment is received. If the Service is terminated and thereafter reactivated, Ya- YaOnline reserve the right to charge a reconnection charge. The Annual Subscription Fee The Annual Subscription Fee shall become payable annually in advance on commencement of the Contract Period, unless stated otherwise in Schedule A. Thereafter the Annual Subscription Fee shall become payable at the date one year after the Commencement Date of this Agreement and on each subsequent anniversary until the Agreement is terminated, as provided in this Agreement. On payment of the Annual Subscription Fee the Contract Period shall continue for the relevant additional year. On the first anniversary of the Commencement Date of this Agreement and on each subsequent anniversary of that date, while the Contract Period continues in being, the Annual Subscription Fee payable in respect of the next year shall be reviewed and may be increased over the figure set out in Schedule A by the then published RPI, Ya-YaOnline giving at least two month's written notice to this effect. Unless the client provides written notice at least 60 days before the anniversary of Commencement Date of this Agreement, the Annual Subscription Fee shall automatically renew. Termination Either party shall have the right to terminate this Agreement forthwith by giving written notice to the other if that other: Commits a substantial breach of any of its obligations hereunder and (if that breach is capable of remedy) fails to remedy it within a reasonable time not exceeding 30 days of receipt of notice in writing thereof; In the event this Agreement is terminated, Ya-YaOnline will make available to you a file of the Client Data as soon as is practicable and in any event within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Ya-YaOnline has no obligation to retain the Client Data, and will delete all such Client Data, more than 30 days after termination. Any breach of your payment obligations or unauthorised use of the Ya-YaOnline Technology or Service will be deemed a material breach of this Agreement. (iv) The contract period is reaching the end of its term. In such an event, the client must give at least 60 days written notice before the anniversary of the Commencement Date of this Agreement. Confidentiality Both Ya-YaOnline and the client undertake to keep confidential and not to use or disclose to any third party confidential information (including, but not limited to information concerning the other s business, business plans, customers, surveys, market research, costs or prices) discussed or supplied by the other party, except insofar as such information: YYO TC (for website).doc 3 of 8

4 has already entered the public domain; is supplied by a third party free of any restriction as to its use or disclosure; or is required to be disclosed by law or by the order of any court. Representations & Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Ya- YaOnline represents and warrants that: it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. the Service will perform substantially in accordance with the online Ya-YaOnline help documentation under normal use and circumstances. the server(s) that makes the Service available is, in accordance with general industry standards, protected against and periodically checked for viruses or other harmful components. Mutual Indemnification You shall indemnify and hold Ya-YaOnline harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with a claim alleging that use of the Client Data infringes the rights of, or has caused harm to a third party. Ya-YaOnline shall indemnify and hold you harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: a claim alleging that the Service directly infringes a copyright, a patent issued as of the Effective Date, or a trademark of a third party; any unauthorised use by Ya-YaOnline its employees representatives consultants or contractors of Client Data. Disclaimer of Warranties Ya-YaOnline make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any content. Ya-YaOnline does not represent or warrant that (a) the use of the service will be (subject to the warranties elsewhere in this Agreement) secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the service or the server(s) that make the service available are free of viruses or other harmful components. The service and all content is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or (subject to the indemnification elsewhere in this Agreement) non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Ya-YaOnline. 0Credits 120 Ya-YaOnline is to include on the Site credit notices such as Site by Ya-YaOnline in a position located at the bottom of the web site or/and in the left/right hand navigation areas, subject to Client prior approval. Ya-YaOnline shall not use Client s business name, corporate name, trade mark or any other distinctive name, logo or device in any publicity release, advertising (including client lists) or other commercial communication material without Clients prior written authorisation. Internet Delays YYO TC (for website).doc 4 of 8

5 Ya-YaOnline's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Ya-YaOnline is not responsible for any delays, delivery failures, or other damage resulting from such problems, beyond its reasonable control. Liability Subject to the indemnifications elsewhere in this Agreement: neither party's aggregate liability shall exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. neither party and/or its licensors shall be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages. Force Majeure Neither party shall be liable for breach of its obligations under this Agreement (other than an obligation to make full payment of any monies outstanding) where such a breach occurs because either party is prevented, hindered or delayed from, or in, performing any of its obligations under this Agreement. For this purpose Force Majeure shall mean any cause arising from or attributable to acts or events beyond the reasonable control of the party concerned including, without limitation, fire, flood, lightning, civil commotion, malicious damage, compliance with any law or governmental order, accident to or breakdown of plant, machinery, utilities, computer servers, telecommunications networks or default of suppliers or subcontractors. In circumstances of Force Majeure the obligations of the party so affected shall be suspended for as long as the Force Majeure event continues. Assignment This Agreement may not be assigned by you without the prior written approval of Ya-YaOnline but may be assigned without your consent by Ya-YaOnline to a parent or subsidiary, an acquirer of assets, or a successor by merger. Variation No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties. Disputes The parties intend that this Agreement should operate between them with fairness and will endeavour to settle any dispute or difficulty by negotiation. Any dispute arising out of or in connection with this Agreement which cannot be settled by negotiation will be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, whose Rules are deemed to be incorporated by reference into this clause except that: the tribunal will consist of one arbitrator who must have the relevant technical qualifications to resolve the issue in question; and the place of arbitration will be London. Law and jurisdiction This Agreement shall be governed by and construed in accordance with the laws of England and the parties irrevocably accept the jurisdiction of the English courts. YYO TC (for website).doc 5 of 8

6 YYO TC (for website).doc 6 of 8

7 SCHEDULE A Costs and Terms YYO TC (for website).doc 7 of 8

8 SCHEDULE B Description of The Service YYO TC (for website).doc 8 of 8

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