Contribly Limited, incorporated in England with company number 09971603, with a registered address at 20-22 Wenlock Road, London, N1 7GU, ("we" "us" "our") has developed certain software applications which we make available to subscribers via the internet for the purpose of managing content generated by subscribers' end users.

These Terms apply to the provision of services by us, Contribly Limited, to you, ( "you" "your"), so please read them carefully before you access or use our services.

Contribly Terms and Conditions

1 Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Terms:

"Acceptable Use Policy" means the policy set out in clause 2.2;

"Back-Up Policy" means the back-up policy set out at https://contribly.com/information-security-policy/ or such other website address as may be notified to you from time to time;

"Booking Form" means the booking form attached to these Terms;

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information;

"Content" means: all text, information, data, images, audio or video material, in whatever medium or form, inputted by you or your End User (or by us on your behalf) in relation to the use of (or facilitating the use of) the Services; and all information related to any End User that is processed or stored by the Software,

"Documentation" means the documents made available to you by us online at www.contribly.com or such other web address notified by us from time to time which sets out a description of the Services and the user instructions for the Services;

"EEA" means all countries within the European Economic Area;

"Effective Date" means the date set out on the Booking Form;

"End-User" means any person you permit to use the Services;

"Fees" means the subscription fees payable by you to us for the Services, as set out in the Booking Form plus any additional fees payable under clause 8.5;

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Initial Subscription Term" means the period of time as set out in the Booking Form;

"Open-Source Software" means any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the Services or the Software, or with which the Services or the Software is compiled or to which it is linked;

"Platform" means our infrastructure and cloud computing platform and runtime environment;

"Privacy Policy" means the Privacy policy and Information Security policy set out (https://contribly.com/privacy-policy/) and (https://contribly.com/information-security-policy/) or such other website address as may be notified to the Subscriber from time to time;

"Security Event" means:

any unauthorised third party access to the Services; or

any use of the Service by you or any End-User that is in breach of the Acceptable Use Policy and has the potential to materially impact the Services or use of the Services by any of our other customers or any of your users;

"Service Level Terms" means the service level terms and standards as referred to in the Booking Form and as set out in the Documentation;

"Services" means:

the provision of the Platform, the Software and the Support (if any); and

such other services as we may decide, at our discretion, to integrate into the Platform from time to time,

"Software" means the online software applications and tools provided by us from time to time as specified in the Booking Form and any updates we may make to such applications and tools from time to time;

"Your Account" means your account with us in respect of the Services;

"Subscription Term" means the term during which these Terms are in full force and effect;

"Support" means the support to be provided to you as identified on the Booking Form, in the Service Level Terms and clause 3.2;

"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2 Licence

2.1 Further to you paying the Fees and complying with the restrictions set out in this clause 2, we hereby grant to you a non-exclusive, limited, non-transferable right during the Subscription Term to use the Platform, Software and the Documentation solely to access and use the Services for your internal business purposes only.

2.2 You shall comply with the Acceptable Use Policy in relation to the Content. The "Acceptable Use Policy" means neither you nor any End-User shall access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) in a manner that is otherwise illegal or causes damage or injury to any person or property.

2.3 If you become aware that any Content breaches the Acceptable Use Policy, you shall immediately inform us and we may:

(a) immediately suspend the relevant End-User's and/your access to the Services;

(b) remove the relevant Content.

2.4 If you are in breach of clause 2.2 or 2.3, we may (but shall not be obliged to) remove the relevant Content and:

(a) disable your or the relevant End-User's access to the Services or any material that breaches the Acceptable Use Policy; and

(b) disable your Account,

for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and without prior notice to you or the relevant End-User.

2.5 Whenever we reasonably suspect that there has been a breach of the Acceptable Use Policy, you shall permit us to audit the Services and Content to ensure compliance with the Acceptable Use Policy by you and the End-Users. Such right to audit shall be exercised at our expense, with reasonable prior notice and in such a manner as not to substantially interfere with your normal conduct of business. For clarity, the parties acknowledge that we are not obliged to carry out any such audit.

2.6 Notwithstanding any other provision in these Terms, if there is a Security Event, we may, without liability or prejudice to its other rights and without prior notice to you or any End-User, remove the relevant Content and disable your Account until the relevant Security Event has been resolved. We shall give you written notice as soon as is reasonably practicable of the nature of the relevant Security Event.

2.7 You shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by these Terms between the parties:

(i) and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

(c) subject to clause 19.1 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party provided that the provision of Services to End-Users is permitted to the extent necessary to enable them to use the relevant Services.

2.8 You shall:

(a) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us; and

(b) comply with any further obligations set out in the Documentation that govern use of the Services.

2.9 The rights provided under this clause 2 are granted to you only.

2.10 Any Open-Source Software provided by us may be used according to the terms and conditions of the specific licence under which the relevant Open-Source Software is distributed, but is provided "as is" and expressly subject to the disclaimer in clause 10.2(b) Such terms and conditions shall govern such use to the extent that they expressly supersede these Terms.

3 Services

3.1 We shall, during the Subscription Term:

(a) provide the Services and make available the Documentation to the you on and subject to these Terms; and

(b) enable End-Users to connect via the internet to any application that you have deployed on the Platform and to use in accordance with these Terms such of the Services as have been integrated into that application.

3.2 We warrant that we will provide the Services materially in accordance with the Service Level Terms.

3.3 From time to time we may:

(a) modify the Services by issuing updates; and

(b) make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to the Subscriber's acceptance of further terms and conditions,

and shall give you prompt written notice of material modifications to the Services and any such new features, functionality, applications or tools. For clarity, any modification to the Fees shall be addressed under clause 7.6.

3.4 In order to ensure the stability of the Platform, we may review the source code of any 3rd party software that interacts with the Contribly API.

4 Content

4.1 You or your licensors) shall own all Intellectual Property Rights in and to all of the Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Content.

4.2 You hereby grant to us a non-exclusive, non-transferable right during the Subscription Term to carry out any acts that would otherwise be restricted by any of your Intellectual Property Rights in the Content for the sole purpose of enabling us to provide the Services to you and the End-Users in accordance with these Terms.

4.3 You acknowledge and agree that:

(a) we may include your name or your trade marks in a list of our subscribers in any medium or in any link from the Platform to your website;

(b) we may refer to you, orally or in writing, as our customer for promotional, marketing and financial reporting purposes; and

(c) we shall use our reasonable efforts to store, keep secure and back-up all the Content and other communications maintained or transmitted through use of the Services. We shall not be responsible or liable for the acts or omissions of any third party service provider outside our control.

4.4 We shall, in providing the Services, comply with our Privacy and Security Policy, as such document may be amended from time to time by us in its sole discretion.

4.5 If we process any personal data on your behalf when performing our obligations under these Terms, the parties hereby record their intention that you shall be the data controller and we shall be a data processor and in any such case:

(a) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you or the End-Users are located in order to carry out the Services and our other obligations under these Terms;

(b) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf;

(c) you shall ensure that the relevant third parties have been informed of, and have given and maintained their express consent to, such use, processing, and transfer as required by all applicable data protection legislation and, without limitation, you shall ensure that all End-Users have been informed of, and have given and maintained their express consent to permit access, monitoring, use and disclosure of all End-User Content by you or by us in accordance with these Terms; and

(d) we shall process the personal data only in accordance with the terms of these Terms and any lawful instructions reasonably given by you from time to time; and

(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

5 Our Obligations

5.1 We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

5.2 The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. Notwithstanding the foregoing, we:

(a) do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you or any End-User through the Services will meet your or any End-User's requirements; and

(b) are 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 you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.3 These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

5.4 We warrant that we have and we will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

7 Charges and Payment

7.1 You shall pay the Fees to us for the Services in accordance with this clause 7 and the Booking Form. Invoices shall be raised and payments made monthly in arrears and you shall pay each invoice within 30 days of the date of such invoice unless otherwise agreed on the Booking Form.

7.2 You shall on or before the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide your credit card details to us, you hereby authorise us to bill such credit card:

(a) on a monthly basis from the Effective Date for the Fees payable in respect of the Initial Subscription Term; and

(b) subject to clause 11.1, on a monthly basis following expiry of the Initial Subscription Term.

7.3 If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies we may, without liability to you, disable your Account and password and the your access, and all End User passwords and End-Users' access, to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

7.4 All amounts and fees stated or referred to in these Terms:

(a) shall be payable in pounds sterling, unless otherwise agreed on the booking form;

(b) are, subject to clause 10.4(b) non-cancellable and non-refundable;

7.5 If at any time while using the Services you exceed the data traffic attributable to your Account as set out in the Booking Form by 5 Terrabytes in any month during the Subscription Term, we reserve the right to charge you, and you shall pay, the cost price for any additional traffic at the cost for time to time in force.

7.6 We shall be entitled to increase the Fees, (and/or the excess traffic fees payable pursuant to clause 7.5) following expiry of the Initial Subscription Term upon giving 30 days' prior notice to you.

6 Your Obligations

6.1 You shall:

(a) provide us with:

(i) all necessary co-operation in relation to these Terms; and

(ii) all necessary access to such information as may be required by us,

in order to provide the Services, including Content, security access information and configuration services;

(b) comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to its activities under these Terms;

(c) carry out all your other responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the End-Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for breach of these Terms caused or contributed to by any acts or omissions on the part of any End-User;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under these Terms, including provision of the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by us from time to time;

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to our data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your or any End-User's network connections or telecommunications links or caused by the internet;

(h) as between the parties, be responsible for responding to all third party requests concerning the use of the Services by you or any End-User.

8 Proprietary Rights

8.1 You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services, the Documentation, the Software and our trade marks. Except as expressly stated in these Terms, these Terms do not grant you any rights to, or in, any Intellectual Property Rights or any other rights or licences in respect of the Services, the Documentation or our trade marks.

8.2 We confirm that we have all the rights in relation to the Services, the Documentation and our trade marks that are necessary to grant all the rights we purport to grant under, and in accordance with, these Terms.

8.3 All uses of a party's trade marks under clause 4.3 including all goodwill arising, shall accrue solely to the benefit of the party owning the Intellectual Property Rights in those trade marks.

9 Confidentiality

9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.

9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents (and also, in the case of you only, by the End-Users) in breach of these Terms.

9.4 We shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, except any third party subcontracted by us to perform services related to maintenance and back-up of Content.

9.5 You shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, but shall be so responsible if caused by any End-User.

9.6 The parties acknowledge that:

(a) our Confidential Information includes details of the Services, and the results of any performance tests of the Services; and

(b) your Confidential Information includes the Content.

9.7 The above provisions of this clause 9 shall survive termination of these Terms, however arising.

9.8 No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

10 Limitation of Liability

10.1 This clause 10 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you or any End-User:

(a) arising under or in connection with these Terms;

(b) in respect of any use made by you or any End-User of the Services and Documentation or any part of them; and

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

10.2 Except as expressly and specifically provided in these Terms:

(a) you assume sole responsibility for results obtained from your use of the Services and the Documentation by you or any End-User, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you or any End-User in connection with the Services, or any actions taken by us at your direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.

10.3 Nothing in these Terms excludes our liability:

(a) for death or personal injury caused by our negligence; or

(b) for fraud or fraudulent misrepresentation.

10.4 Subject to clause 10.2 and clause 10.3:

(a) we shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and

(b) our total aggregate 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 these Terms shall be limited to the total Fees paid or payable during the 12 months immediately preceding the date on which the claim arose.

11 Term and Termination

11.1 These Terms shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, unless and until one party provides 30 Business Days' written notice to the other party to expire on or following expiry of the Initial Subscription Term.

11.2 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

11.3 On termination of these Terms for any reason:

(a) all licences granted under these Terms shall immediately terminate;

(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced;

(c) any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms, including clause 1 (Interpretation), clause 9 (Confidentiality), clause 10 (Liability) and clause 11 (Term and termination), shall remain in full force and effect; and

(d) any outstanding balance becomes immediately due and payable.

12 Force Majeure

12.1 We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that you are notified of such an event and its expected duration.

13 Conflict

13.1 If there is an inconsistency between any of the provisions of these Terms and the Booking Form, the provisions in the Booking Form shall prevail.

14 Variation

14.1 No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15 Waiver

15.1 No failure or delay or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16 Rights and Remedies

16.1 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

17 Severance

17.1 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18 Entire Terms

18.1 These Terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2 Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.

19 Assignment

19.1 You shall not, without our prior written consent assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms.

19.2 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under these Terms.

20 No partnership or agency

20.1 Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21 Third Party Rights

21.1 These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22 Notices

22.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Terms, or such other address as may have been notified by that party for such purposes, or (with the exception of legal proceedings) sent by email to the other party's email address as set out in the Booking Form.

22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of acknowledgement of receipt (as shown by the timed transmission successful receipt obtained by the sender).

23 Governing law and Jurisdiction

23.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

23.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

December 2024