The definitions and rules of interpretation in this clause apply in this Agreement:

Transcription

1 Social Talent Ltd End User Licence Agreement Terms The Agreement set out below governs your use of the Social Talent Service. To agree to these terms, click Agree. If you do not agree to these terms, do not click Agree and do not use the Services. This Agreement shall commence simultaneously with you agreeing to these terms. 1. Interpretation The definitions and rules of interpretation in this clause apply in this Agreement: Agreement means this contract (Agreement) constitutes the entire understanding between the Company and the Customer with respect to the subject matter of this Agreement and supersedes all prior Agreements, negotiations and discussions between the parties relating to it unless agreed otherwise in writing between the parties. Bespoke Content means video, audio, text or other materials created by the Company commissioned and paid for by the Customer. Business Day means any day which is not a Saturday, Sunday or public holiday in Ireland. Company means Social Talent Ltd Company Content means video, audio, text or other materials created by, or for which the commercial rights are owned or licensed by, the Company. For the avoidance of doubt, unless expressly implied otherwise all content available within the System shall be deemed as owned by the Company, no third party including the Customer has any rights whatsoever to use, commercially exploit or access the content or any Company intellectual property other than as expressly written in the Agreement. Content means all Company Content, Bespoke Content, Joint Content and any other Content be it video, audio or written on the System which shall be deemed to be owned by the Company. Customer means the person, firm or corporate body together with any company which is related to the Customer within the meaning of Section 140(5) of the Companies Act 1990 that the Company provides the Service to.

2 Customer Content means video, audio, text or other materials created, or owned solely by the Customer. Fee means the subscription fee payable by the Customer to the Company for subscription to the Services and the fee payable in respect of the purchase of any Product. Force Majeure means fire, storm, tempest, inclement weather, war, hostilities, rebellion, insurrection, military or usurped power, civil war, labour lock outs, strikes and other industrial disputes, riots, commotion, disorder, decree of Government, materials or equipment, power outages, unforeseen or hidden physical features within or upon the premises or investigations by archaeologists or any other cause or circumstance which adversely affects the performance of the terms and provisions of this Contract and which is outside the control of the parties to this Agreement. Joint Content means video, audio, text or other materials created jointly by the Company and the Customer. It is acknowledged that the intellectual property rights of Joint Content will be owned by the Company unless otherwise agreed in writing. Normal Business Hours means 0900 to 1700 local Irish time, each Business Day. These are the hours that support will be provided within. Products means online training products available for download or use through the Service Services means online access to the System, creation and/or editing of Bespoke/Joint Content and testing/exercises and other services that may be agreed from time to time between Company and Customer. System means the Online Training Platform provided by the Company which includes video, audio and text content; testing and exercises; analytics and is available exclusively via the internet. User means an individual customer or individual person employed by a corporate body who accesses the Service. User Licence means a single licence to access the System for use by no more than one User. For the avoidance of doubt User Licences must not be shared under any circumstances. They may be transferred only when approved and actioned by the Company. You means the User and/ or the Customer.

3 Your means the User s and/or the Customer s. Unless expressly stated in this Agreement or the context otherwise requires, in this Agreement: The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa and words importing persons shall include firms or companies; and references to Acts, statutory instruments and other legislation are to legislation operative in Ireland and to such legislation, modified, consolidated, amended or re enacted (whether before or after the date of this Agreement) and any subordinate legislation made under that legislation. 2. Services and Your Account 1. Subject to the terms and conditions of this Agreement and/ or as agreed with the Company, the Company hereby grants the User with a User License which is a non exclusive, non transferable right to use the System solely for the Customer s own internal business purposes. The Customer hereby agrees to pay the Fee payable in respect of the use of the Services and for all Products its User/s purchase through the Services. 2. You hereby acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and transactions. The Customer s and User s agreement and intent to be bound by electronic submissions applies to all records relating to all transactions they enter into on this site, including notices of cancellation, policies, contracts and applications. 3. The Services are available for individuals aged 18 or older. Use of the Services require compatible devices, internet access, and certain software (fees may apply); may require periodic updates; and may be affected by the performance of these factors. High speed Internet access is strongly recommended for regular use and is required for video. The latest version of required software is recommended to access the Services and may be required for certain transactions or features and to download Products previously purchased from the Services. You agree that meeting these requirements, which may change from time to time, is your responsibility. The Services are not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Services. 4. As a registered user of the Services, you must establish an account ("Account"). Don t reveal your Account information to anyone else. You are

4 solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify Social Talent of any security breach of your Account. Social Talent shall not be responsible for any losses arising out of the unauthorized use of your Account. 5. In order to purchase and view Products from the Services, you must enter your ID and password to authenticate your Account. Once you have authenticated your Account, during this time, you will be able to purchase and view Products. 6. You agree to provide accurate and complete information when you register with, and as you use, the Services ("Registration Data") in order to allow Social Talent to provide the Services and retain records relating to same and to this end, you agree to update your Registration Data to keep it accurate and complete. You agree that Social Talent may store and use the Registration Data you provide for use in maintaining and billing Fees to your Account. 3. Customer Obligations 1. The Customer hereby agrees to pay all Fees promptly. 2. The Customer will ensure Users are either the Customer himself/herself, their employees or agents and that each user has a unique login. You hereby undertake to keep your unique login details confidential. Furthermore the Customer acknowledges that sharing User Licences will be deemed as a material breach of this Agreement which is not capable of remedy. 3. The Customer agrees to inform the Company immediately upon an existing user leaving the Customer s business, and a new employee wanting to use the account. The account should not be shared or handed over to the new employee until the Company has re allocated and transferred the account to the new employee and created them as a new User. 4. The Customer accepts that by using the System it agrees to these terms. 4. User Experience and Functionality 1. You agree that you shall use the Services in compliance with the applicable usage rules established by the Company and its licensors from time to time ( Usage Rules ), and that any other use of the Services and/or Products may constitute a copyright infringement. The Company reserves the right to modify the Usage Rules at any time. You agree not to violate, circumvent, reverse engineer, decompile, disassemble, or otherwise tamper with any of

5 the technology related to the Services for any reason, or to attempt or assist another person to do so. Usage Rules may be controlled and monitored by the Company for compliance purposes, and the Company reserves the right to enforce the Usage Rules without notice to you. You agree not to access the Services by any means other than through software that is provided by the Company for accessing the Services. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Services. Violations of system or network security may result in civil or criminal liability. 2. USAGE RULES You shall be authorized to use the System and/or Products only for your individual use for business purposes only. You may not copy and store the Products unless the Company provides you with advance consent in writing. Some Products may be downloaded only once and cannot be replaced if lost for any reason. It is your responsibility not to lose, destroy, or damage Products once downloaded, and you may wish to back them up. The delivery of Products does not transfer to you any commercial or promotional use rights in the Products, Content, System and /or Services. You acknowledge that, because some aspects of the Services and administration of the Usage Rules entails the ongoing involvement of the Company, if the Company changes any part of or discontinues the Services, which the Company may do at its election, you may not be able to use Products to the same extent as prior to such change or discontinuation, and that the Company shall have no liability to you in such case. 3. Bespoke Content is subject to an additional Fee and can be commissioned at any point. Testing and exercises will be created for all Bespoke Content as agreed in advance with the Company. 4. Subject to the prior written agreement of the Company, it will provide you access to relevant analytics detailing usage of the System via a management reporting function (as long as the Customer has provided details of which User should be designated as a manager to access the reporting function). 5. The Company will provide telephone and support during Normal Working Hours on Business Days. 6. The Company will use commercially reasonable endeavours to ensure the Services are available 24 hours a day, seven days a week, except for: planned maintenance carried out; and

6 un scheduled maintenance performed outside Normal Business Hours, provided that The Company has used reasonable endeavours to give the Customer at least 2 Normal Business Hours notice in advance. 7. The Services may offer interactive features that allow you to submit materials (including links to third party content) on areas of the Services accessible and viewable by the public. You agree that any use by you of such features, including any materials submitted by you ( i.e. Customer Content), shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. You also agree that you have obtained all necessary rights and licenses. You agree to provide accurate and complete information in connection with your submission of any materials on the Services. You hereby grant the Company a worldwide, royalty free, non exclusive license to use such materials as part of the Services, and in relation to the Products, without any compensation or obligation to you should it wish to do so. The Company reserves the right to not post or publish any materials, and to remove or edit any material, at any time in its sole discretion without notice or liability. 8. The Company has the right, but not the obligation, to monitor any materials submitted by you or otherwise available on the Services, to investigate any reported or apparent violation of this Agreement, and to take any action that the Company in its sole discretion deems appropriate. 9. Certain Content, Products, and services available via the Service may include materials from third parties. The Company may provide links to third party websites as a convenience to you. You agree that the Company is not responsible for examining or evaluating the content or accuracy and the Company does not warrant and will not have any liability or responsibility for any third party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third party materials in a manner that would infringe or violate the rights of any other party and that the Company is not in any way responsible for any such use by you. 10. You understand that by using the Services, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to use the Services at your sole risk and the Company shall have no liability to you for material that may be found to be offensive, indecent, or objectionable. The Product types and descriptions are provided for convenience, and you agree that the Company does not guarantee their accuracy.

7 11. The user experience (including look and feel and navigation) and functionality of the System are liable to change at the discretion of the Company and the Customer accepts that these changes may be made without warning or notification. 5. Fee & Payment Terms 1. You hereby acknowledge that you are responsible for the timely payment of all Fees and for providing the Company with a valid payment method for the payment of all Fees. 2. The Products shall be deemed viewed and delivered 14 days after the purchase of the Product and therefore becomes non refundable. 3. Prices for products offered via the Services may change at any time, and the Services do not provide price protection or refunds in the event of a price reduction or promotional offering. If a Product becomes unavailable following a transaction but prior to download, your sole remedy is a refund. If technical problems prevent or unreasonably delay delivery of your Product, your exclusive and sole remedy is either replacement or refund of the price paid, as determined by the Company. 4. All Fees are to be paid upon a User going live with the Product, without set off or deduction unless otherwise agreed in writing with the Company. 5. If payments have not been received within 10 days of the due date the Company may, without prejudice to any other rights and remedies available to the Company and without liability to the Customer, suspend the Customer s access to all or part of the Services including Bespoke Content and the Company will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. Furthermore interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of the European Central Bank at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 6. All amounts and fees stated or referred to in this Agreement: shall be payable in Euro unless otherwise invoiced; are non cancellable and non refundable; are exclusive of value added tax, which shall be added to the invoice(s) at the appropriate rate. 6. Obligations & Proprietary Rights 1. You agree that the Services, including but not limited to the Products, the Content, the System, graphics, user interface, audio clips, video clips,

8 editorial content, and the scripts and software used to implement the Services, contains proprietary information and material that is owned by the Company and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted in these terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity. 2. Notwithstanding any other provision of this Agreement, the Company and its licensors reserve the right to change, suspend, remove, or disable access to any of the Products, content, or other materials comprising a part of the Services at any time without notice. In no event will the Company be liable for making these changes. The Company may also impose limits on the use of or access to certain features or portions of the Services, in any case and without notice or liability. 3. All copyrights in and to the Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned or licensed by the Company and/or its licensors, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICES, EXCEPT FOR USE OF THE SERVICES AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING BUT NOT LIMITED TO POSSIBLE INJUNCTIVE PROCEEDINGS AND MONETARY DAMAGES FOR COPYRIGHT INFRINGEMENT. 4. The Company Social Talent logo, and other trademarks, service marks, graphics, and logos used in connection with the Services are owned exclusively by the Company and/or its licensors. Other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks. 5. Any warranties or undertakings hereby provided shall not apply to the extent of any non conformance which is caused by use of the Services contrary to the Company's instructions, or modification or alteration of the Services by any party other than the Company or its duly authorised contractors or

9 agents. If the Services do not conform with the its description, the Company will, at its expense, use all reasonable commercial endeavours to correct any such non conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of this Agreement. Notwithstanding the foregoing, the Company: does not warrant that the Customer's use of the Services will be uninterrupted or error free; is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 6. The Customer acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services. 7. The Customer acknowledges that it is solely responsible for ensuring that it owns the necessary licences, consents and permissions necessary for the use of Customer Content, including specifically that it may be delivered and viewed over the Internet and that it does not breach or infringe the intellectual property rights of any third party. 8. Both the Company and the Customer acknowledge and agree that the intellectual property rights of any Joint Content jointly created and developed shall be jointly owned by the Company. Bespoke Content created by the Company for the Customer where the Customer pays specifically for that Bespoke Content will remain the property of the Company unless specifically agreed otherwise with the Company. 7. Duration and Termination 1. Subject to the rights of termination set out herein, this Agreement shall be for a period of twelve months which shall be renewable on an annual basis thereafter with the consent of the Company and the Customer. 2. Either party (the Initiating Party ) may terminate this Agreement with immediate effect by notice to the other party (the "Breaching Party") on or at any time after the occurrence of any of the events specified in clause 7.3 in relation to the Breaching Party.

10 3. The events are: 1. the Breaching Party being in material breach of a material obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 7 days starting on the day after receipt of notice from the Initiating Party giving particulars of the breach and requiring the Breaching Party to remedy the breach and stating that a failure to remedy the breach may give rise to a termination under clause 7.1 For the purposes of clause a breach is capable of remedy if time is not of the essence in performance of the obligation and if the Breaching Party can comply with the obligation within the 7 day period; and/or 2. the Breaching Party passing a resolution for its winding up or a court of competent jurisdiction making an order for the Breaching Party's winding up or dissolution; and/or 3. the making of an examination order in relation to the Breaching Party or the appointment of a receiver over, or the taking possession or sale by an encumbrancer taking possession of or selling an asset of the Breaching Party or the initiation of any analogous proceedings against the Distributor in any jurisdiction other than Ireland. 4. The Company may terminate this Agreement with immediate effect by notice to the Customer if: 1. the Customer is in material breach of this Agreement which is not capable of remedy including a breach of Clauses 2.4, 3.2, 4.2 and 6; and/or 2. if the Customer engages in any activity which would defame or otherwise disparage the name or status of the Company. 5. Any act done or omitted to be done by any person, User, firm or company who controls, is under common control with or is controlled by the Customer which would be a breach of this Agreement if done by the Customer is deemed to be a breach of this Agreement by the Customer. 6. Without prejudicing the Company s right to avail of any other legal remedy or grounds of termination under this Agreement, the Company reserves the right to temporarily suspend the Services provided or terminate this Agreement without notice if the Customer does not use unique logins for each individual User accessing the System as it is acknowledged by both parties. In addition, the Company reserves the right to modify, suspend, or discontinue the Services (or any part or content thereof) at any time with or without notice to

11 you, and the Company will not be liable to you or to any third party should it exercise such rights. 8. Confidentiality The Service is subject to the Company's Privacy Policy at policy. 1. Each party agrees and undertakes that during the term of this Agreement and thereafter it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other party disclose to any third party, all information of a confidential nature (including, without limitation, information relating to a party's products, operations, processes, plans or intentions, product information, know how, design rights, trade secrets and information of commercial value) which may become known to that party from the other party (Confidential Information), unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party. 2. To the extent necessary to implement the provisions of this Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them. 9. Limitation of Liability 1. The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub contractors) to the Customer in respect of: any breach of contract; any use made by the Customer of the Services or System; and any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this Agreement. 2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. 3. Nothing in these conditions excludes the liability of the Company:

12 i. for death or personal injury caused by the Supplier s negligence; or ii. for fraud or fraudulent misrepresentation. 4. The Company shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss or for any special, indirect or consequential loss costs, damages, charges or expenses however arising. 5. The Company s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement is limited to the Fees paid for respect of the Services in the six month period prior to relevant to this Agreement. 6. Any claim under this Agreement must be made within 180 days of the incident that gives rise to the claim occurring. 7. By signing this Agreement the Customer agrees that the terms governing limitation of liability are reasonable. THE COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND YOU AGREE THAT FROM TIME TO TIME THE COMPANY MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY THE COMPANY) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. IN NO CASE SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR

13 INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THE COMPANY SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY. THE COMPANY DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND THE COMPANY DISCLAIMS ANY LIABILITY RELATING THERETO. SOME PRODUCTS CAN BE DOWNLOADED ONLY ONCE; AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY PRODUCTS PURCHASED OR RENTED FROM THE COMPANY. WAIVER AND INDEMNITY BY USING THE SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICES, OR ANY ACTION TAKEN BY THE COMPANY AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF THE COMPANY'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. 10. Force Majeure 1. If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question. 2. Notwithstanding any other provision of this Agreement neither party shall be deemed to be in breach of its Agreement or otherwise be liable to the other party for the non performance of any of its obligations under this Agreement to the extent that the delay or non performance is caused by the Force Majeure of which it has notified the other party. 3. If the Force Majeure in question prevails for a continuous period in excess of

14 one month the parties shall enter into a bona fide discussion with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable. 11. Amendments The Company reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance thereof. 12. Assignment The Customer shall not, without the prior written consent of the Company assign, transfer, charge or deal in any other manner with this Agreement or its rights under it or part of it, or purport to do any of the same, nor sub contract any or all of its obligations under this Agreement. 13. Freedom to Contract Both parties warrant that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights and perform their obligations under this Agreement. 14. Waiver The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter unless a right is specifically time limited. 15. Severability If any part of this Agreement becomes invalid, illegal or unenforceable, the parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this Agreement. Failure to agree on such a provision within six months of commencement of those negotiations shall result in automatic termination of this Agreement. The obligations of the parties under any invalid, illegal or unenforceable provision of the Agreement shall be suspended during such a negotiation. 16. Notices

15 Any notice required to be given pursuant to this Agreement shall be in writing and shall be given in writing by way of electronic mail to the address of the relevant party as notified to the other party from time to time. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery. 17. Data Protection Act You hereby consent to the use of your Registration Data for the purposes of the Data Protection Act of Ireland 1988 (and the Data Protection (Amendment) Act 2003). 18. Governing Law This Agreement is governed by Irish law and all disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the Irish Courts.