PIMLOC SITE TERMS AND CONDITIONS

READ THIS IMPORTANT LEGAL NOTICE BEFORE PROCEEDING

These Terms and Conditions (hereinafter “Terms”) together with the terms set out in our Privacy Policy (https://www.pimloc.com/privacy_policy) govern your use of the SecureRedact software application hosted at https://app.secureredact.co.uk and any other websites made available to you by Pimloc and constitute a binding legal agreement between Pimloc Limited. (hereinafter “Pimloc”) and you (hereinafter “End User”). It is important that you read these Terms carefully before you access or in any way use the SecureRedact App.

Pimloc Limited is a private company limited by shares, incorporated and registered in England and Wales with company number 10067264. Its registered office is located at 6 Oxford Industrial Park, Yarnton, Oxfordshire, England, OX5 1QU and its principal trading address is at New Wing, Somerset House, The Strand, London, WC2R 1LA.

These Terms apply to the SecureRedact software application hosted at https://app.secureredact.co.uk (“App”), the Pimloc website (www.pimloc.com) and the SecureRedact website (www.secureredact.co.uk) (“Sites”), the SecureRedact services (“Services”) and the media on which you receive it, if applicable, as well as to anything else related to the App, the Site, the Services and all related services received in any manner from Pimloc including, but not limited to, updates and any and all Pimloc services that may apply, without regard to the manner in which received by End User, except as may be otherwise specified in these Terms.

By creating a SecureRedact Account, accessing or in any way using the App, you, as the End User, agree to all the terms and conditions set forth in these Terms. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET OUT BELOW, STOP NOW. DO NOT ACCESS OR IN ANY WAY USE THE APP. If you access or in any way use the SecureRedact App, by that act you hereby agree that you are expressing your consent to these Terms in their entirety.

BY CLICKING ‘I AGREE’, OR BY TAKING ANY STEP TO ACCESS OR IN ANY WAY USE THE SECUREREDACT APP, YOU, AS THE END USER: (1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION; (2) AGREE TO BE BOUND BY THE TERMS OF THESE TERMS; AND (3) IF APPLICABLE, AGREE THAT YOU ARE AUTHORISED TO ACCEPT THE TERMS AND CONDITIONS OF THESE TERMS ON BEHALF OF SOME OTHER PERSON OR LEGAL ENTITY, SUCH PERSON OR LEGAL ENTITY BEING SPECIFIED HEREIN, AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SUCH PERSON OR LEGAL ENTITY TO THE TERMS AND CONDITIONS SET FORTH HEREIN.

1. INTERPRETATION

1.1

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

Account: the End User’s subscription account for the App.

App: the online SecureRedact software application provided by Pimloc as part of the Services.

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

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5 or clause 9.6.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Customer Data: the data inputted by the End User or Pimloc on the End User’s behalf for the purpose of using the Services or facilitating the End User’s use of the Services including but not limited to all Videos and Processed Videos.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Documentation: the documents made available to the End User by Pimloc online via https://app.secureredact.co.uk, www.secureredact.co.uk, www.pimoc.com or such other web address notified by Pimloc to the End User from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date of acceptance (or deemed acceptance) of these Terms by the End User.

Initial Subscription Term: the initial term of the End User’s subscription to the Services as selected by the End User during the Account registration process

Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

Processed Video: any Video processed by the End User using the App.

Renewal Period: the period described in clause 12.1.

Services: the subscription services provided by Pimloc to the End User under these Terms via https://app.secureredact.co.uk or any other website notified to the End User by Pimloc from time to time, as more particularly described in the Documentation.

Subscription Fees: the subscription fees payable by the End User to Pimloc for the Services as selected and agreed to by the End User via their Account. Subscription Fees are determined by reference to the quantity of data requested in relation to a particular User Subscription.

Subscription Term: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Support Services Policy: Pimloc’s policy for providing support in relation to the Services, details of which are available on request.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

User Subscription: the user subscription(s) purchased by the End User pursuant to clause 7.1 which entitle the End User to access and use the Services and the Documentation in accordance with these Terms.

Video: any and all video footage uploaded by an End User onto the App.

Virus: 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.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2

References to clauses are to the clauses of these Terms. Clause headings shall not affect the interpretation of these Terms.

1.3

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

1.6

A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms and shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.

1.7

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

2. USER SUBSCRIPTION

2.1

Following completion of registration of the End User’s Account and activation of the End User’s initial User Subscription, and subject always to the restrictions set out in this clause 2 and the remainder of these Terms, Pimloc hereby grants to the End User a non-exclusive, non-transferable right, without the right to grant sublicences, to use the App, the Services and the Documentation during the Subscription Term solely for the End User’s personal or internal business operations.

2.2

The End User undertakes that:

(a) they will not allow or suffer any User Subscription to be used by more than one individual;

(b) they shall keep a secure password for their use of the Services and Documentation and that they shall keep such password confidential;

(c) they shall permit Pimloc or Pimloc’s designated auditor to audit the Services in order to establish the name and password of the End User and Pimloc’s data processing facilities to audit compliance with these Terms. Each such audit may be conducted no more than once per quarter, at Pimloc’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the End User’s normal conduct of business;

(d) if any of the audits referred to in clause 2.2(c) reveal that any password has been provided to any individual who is not the End User, then without prejudice to Pimloc’s other rights, Pimloc shall promptly disable such passwords and shall not be obliged to issue any new passwords to any such individual; and

(e) if any of the audits referred to in clause 2.2(c) reveal that the End User has underpaid Subscription Fees to Pimloc, then without prejudice to Pimloc’s other rights, the End User shall pay to Pimloc an amount equal to such underpayment as calculated in accordance with the then current prices set out in the End User’s Account within 10 Business Days of the date of the relevant audit.

2.3

The End User shall not 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;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

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

(f) is otherwise illegal or causes damage or injury to any person or property;

and Pimloc reserves the right, without liability or prejudice to its other rights to the End User, to disable the End User’s access to any material that breaches the provisions of this clause.

2.4

The End User shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App, Sites and/or Documentation (as applicable) in any form or media or by any means; or

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

(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; or

(c) use the Services and/or Documentation to provide services to third parties; or

(d) subject to clause 14.6, 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, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into Pimloc’s network and information systems.

2.5

The End User shall 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 Pimloc.

2.6

The rights provided under this clause 2 are granted to the End User only, and shall not be considered granted to any subsidiary or holding company of the End User.

3. SERVICES

3.1

Pimloc shall, during the Subscription Term, provide the Services and make available the Documentation to the End User on and subject to the terms of these Terms.

3.2

Pimloc shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 9.00 am to 2.00 am UK time; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that Pimloc has used reasonable endeavours to give the End User at least 6 Normal Business Hours’ notice in advance.

3.3

Pimloc will, as part of the Services, provide the End User with Pimloc’s standard customer support services during Normal Business Hours in accordance with Pimloc’s Support Services Policy in effect at the time that the Services are provided. Pimloc may amend the Support Services Policy in its sole and absolute discretion from time to time. The End User may purchase enhanced support services separately at Pimloc’s then current rates.

3.4

The End User acknowledges and agrees that during the Subscription Term, Pimloc may change or modify the App or Services offered in connection therewith. Pimloc shall notify the End User via their Account in the event that such changes and/or modifications are made and the End User further agrees to accept any and all such changes.

4. CUSTOMER DATA

4.1

The End User shall own all right, title and interest in and to all of the Cusomer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

4.2

The End User hereby grants to Pimloc an irrevocable licence to access the Customer Data (including both Videos and Processed Videos) for the purposes of performing its obligations under Terms, including but not limited to, for the purpose of monitoring and improving the App and any other Services offered to the End User.

4.3

Pimloc shall follow its standard archiving procedures for Customer Data (details of which are available on request), as such procedures may be amended by Pimloc in its sole discretion from time to time. Where the End User wishes to retain Customer Data beyond Pimloc’s standard archiving periods, the End User shall be responsible for downloading and saving such Customer Data before it is archived.

4.4

In the event of any loss or damage to Customer Data, the End User’s sole and exclusive remedy against Pimloc shall be for Pimloc to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Pimloc in accordance with its standard archiving procedure. Pimloc shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Pimloc to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 4.11).

4.5

Pimloc shall, in providing the Services, comply with the SecureRedact Privacy Policy available at https://www.secureredact.co.uk/privacy_policy or such other website address as may be notified to the End User from time to time, as such document may be amended from time to time by Pimloc in its sole discretion.

4.6

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

4.7

The parties acknowledge that:

(a) if Pimloc processes any personal data on the End User’s behalf when performing its obligations under these Terms, the End User is the controller and Pimloc is the processor for the purposes of the Data Protection Legislation.

(b) The likely scope, nature and purpose of processing by Pimloc, the duration of the processing and the types of personal data and categories of data subject are set out in the SecureRedact Privacy Policy.

(c) any personal data contained in the Customer Data may be transferred or stored outside the EEA or the country where the End User is located in order to carry out the Services and Pimloc’s other obligations under these Terms.

4.8

Without prejudice to the generality of clause 4.6, the End User will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Pimloc for the duration and purposes of the Services so that Pimloc may lawfully use, process and transfer the personal data in accordance with these Terms on the End User’s behalf.

4.9

Without prejudice to the generality of clause 4.6, Pimloc shall, in relation to any personal data processed in connection with the performance by Pimloc of its obligations under these Terms:

(a) process that personal data only on the documented written instructions of the End User unless Pimloc is required by the laws of any member of the European Union or by the laws of the European Union applicable to Pimloc and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Pimloc is relying on Applicable Laws as the basis for processing personal data, Pimloc shall promptly notify the End User of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Pimloc from so notifying the End User;

(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(i) the End User or Pimloc has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Pimloc complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) Pimloc complies with reasonable instructions notified to it in advance by the End User with respect to the processing of the personal data;

(c) assist the End User, at the End User’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) notify the End User without undue delay on becoming aware of a personal data breach;

(e) at the written direction of the End User, delete or return personal data and copies thereof to the End User on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term ‘delete’ shall mean to put such data beyond use); and

(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and immediately inform the End User if, in the opinion of Pimloc, an instruction infringes the Data Protection Legislation.

4.10

Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

4.11

The End User does not consent to Pimloc appointing any third party processor of personal data under these Terms.

4.12

Either party may, at any time on not less than 30 days’ notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).

5. SUPPLIER'S OBLIGATIONS

5.1

Pimloc undertakes 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 Pimloc’s instructions, or modification or alteration of the Services by any party other than Pimloc or Pimloc’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the End User with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the End User’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.

5.3

Pimloc:

(a) does not warrant that:

(i) the End User’s use of the Sites and Services will be uninterrupted or error-free;

(ii) that the Sites and Services, Documentation and/or the information obtained by the End User through the Services will meet the End User’s requirements;

(iii) the App, Sites or the Services will be free from Vulnerabilities;

(iv) any Processed Videos or other content created via the App will be compliant with specific data protection or other relevant legislation in any jurisdiction. It is for the End User to assess the suitability of any Processed Video for its particular requirements.

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

5.4

These Terms shall not prevent Pimloc 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.

5.5

Pimloc warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

6. END USER OBLIGATIONS

The End User shall:

(a) provide Pimloc with:

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

(ii) all necessary access to such information as may be required by Pimloc;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;

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

(d) ensure that they use the Services and the Documentation in accordance with the terms and conditions of these Terms;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Pimloc, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;

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

(g) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Pimloc’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the End User’s network connections or telecommunications links or caused by the internet.

7. CHARGES AND PAYMENT

7.1

The End User shall pay the Subscription Fees to Pimloc for the User Subscription(s) that they select via their Account in accordance with this clause 7.

7.2

The End User shall provide to Pimloc via their Account, such credit card details and other relevant contact and billing information as Pimloc may require and shall at all times, ensure that such information remains valid, up to date and complete. In the event that an End User’s credit card and billing information is not valid, up to date and complete at any time, Pimloc shall be entitled to suspend the End User’s Account and all access to the Services until such information is provided.

7.3

By opening an Account and/or requesting a User Subscription, the End User authorises Pimloc to bill the End User’s credit card for any relevant Subscription Fees. The Subscription Fee will be notified to the End User at the Effective Time or, at the time of requesting the User Subscription (as appropriate).

7.4

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

(a) shall be payable in pounds sterling;

(b) are, subject to clause 11.3(b), non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to Pimloc’s invoice(s) at the appropriate rate.

7.5

Pimloc shall be entitled to amend, increase or decrease the Subscription Fees at any time. The appropriate Subscription Fee payable in respect of a User Subscription shall be the amount stated in the End User’s Account at the time of payment.

8. PROPRIETARY RIGHTS

8.1

The End User acknowledges and agrees that Pimloc and/or its licensors own all intellectual property rights in the App, the Services and the Documentation. Except as expressly stated herein, these Terms does not grant the End User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

8.2

Pimloc confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.

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;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

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

9.2

Subject to clause 9.4, each party shall hold the other’s Confidential Information in confidence and 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 in violation of the terms of these Terms.

9.4

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.5

The End User acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Pimloc’s Confidential Information.

9.6

Pimloc acknowledges that the Customer Data is the Confidential Information of the End User.

9.7

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, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

9.8

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

10. INDEMNITY

10.1

The End User shall defend, indemnify and hold harmless Pimloc against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the End User’s use of the Sites, App, Services and/or Documentation, provided that:

(a) the End User is given prompt notice of any such claim;

(b) Pimloc provides reasonable co-operation to the End User in the defence and settlement of such claim, at the End User’s expense; and

(c) the End User is given sole authority to defend or settle the claim.

10.2

Pimloc shall defend the End User, its officers, directors and employees against any claim that the End User’s use of the Services or Documentation in accordance with these Terms infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the End User for any amounts awarded against the End User in judgment or settlement of such claims, provided that:

(a) Pimloc is given prompt notice of any such claim;

(b) the End User provides reasonable co-operation to Pimloc in the defence and settlement of such claim, at Pimloc’s expense; and

(c) Pimloc is given sole authority to defend or settle the claim.

10.3

In the defence or settlement of any claim, Pimloc may procure the right for the End User to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 2 Business Days’ notice to the End User without any additional liability or obligation to pay liquidated damages or other additional costs to the End User.

10.4

In no event shall Pimloc, its employees, agents and sub-contractors be liable to the End User to the extent that the alleged infringement is based on:

(a) a modification of the Sites, App, Services or Documentation by anyone other than Pimloc; or

(b) the End User’s use of the Sites, App, Services or Documentation in a manner contrary to the instructions given to the End User by Pimloc; or

(c) the End User’s use of the Sites, App, Services or Documentation after notice of the alleged or actual infringement from Pimloc or any appropriate authority.

10.5

The foregoing and clause 11.3(b) state the End User’s sole and exclusive rights and remedies, and Pimloc’s (including Pimloc’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

11. LIMITATION OF LIABILITY

11.1

Except as expressly and specifically provided in these Terms:

(a) the End User assumes sole responsibility for results obtained from the use of the Sites, App, Services and the Documentation by the End User, and for conclusions drawn from such use. Pimloc shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Pimloc by the End User in connection with the Services, or any actions taken by Pimloc at the End User’s 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; and

(c) the Sites, App, Services and the Documentation are provided to the End User on an ‘as is’ basis.

11.2

Nothing in these Terms excludes the liability of Pimloc:

(a) for death or personal injury caused by Pimloc’s negligence; or

(b) for fraud or fraudulent misrepresentation.

11.3

Subject to clause 11.1 and clause 11.2:

(a) Pimloc 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) Pimloc’s total aggregate liability in contract (including in respect of the indemnity at clause 10.2), 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 Subscription Fees paid for the User Subscriptions during the 3 months immediately preceding the date on which the claim arose.

12. TERM AND TERMINATION

12.1

The contractual relationship between the End User and Pimloc shall commence on the Effective Date and shall unless otherwise terminated as provided in this clause 12, continue for the Initial Subscription Term and, thereafter, shall be automatically renewed for successive periods of 1 month (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 10 days before the end of the Initial Subscription Term or any Renewal Period, in which case the contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of these Terms;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.2

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 commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms 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 the terms of these Terms;

(c) 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, as if the words ‘it is proved to the satisfaction of the court’ did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(c) to clause 12.2(i) (inclusive); or

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

12.3

On termination of these Terms for any reason:

(a) all licences granted under these Terms shall immediately terminate and the End User shall immediately cease all use of the Services and/or the Documentation;

(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) Pimloc may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 4.9(c), unless Pimloc receives, no later than ten days after the effective date of the termination of these Terms, a written request for the delivery to the End User of the then most recent back-up of the Customer Data. Pimloc shall use reasonable commercial endeavours to deliver the back-up to the End User within 30 days of its receipt of such a written request, provided that the End User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The End User shall pay all reasonable expenses incurred by Pimloc in returning or disposing of Customer Data; and

(d) 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 the agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. NOTICES

13.1

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 sent by fax to the other party’s fax number as set out in these Terms.

13.2

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 fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

14. GENERAL

14.1

Force majeure. Pimloc shall have no liability to the End User under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Pimloc 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 sub-contractors, provided that the End User is notified of such an event and its expected duration.

14.2

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

14.3

Waiver. No failure 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.

14.4

Rights and remedies. 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.

14.5

Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted under clause 14.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.6

Assignment. The End User shall not, without the prior written consent of Pimloc, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms. Pimloc may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

14.7

No partnership or agency. 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, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.8

Third party rights. These Terms does 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.

14.9

Import & Export Restrictions. End User acknowledges that the App may be subject to export laws and regulations. End User acknowledges that it must and will comply with all applicable domestic and international export laws and regulations which are or may become applicable to the App. Such laws may include restrictions on destinations, end users and end use. End User further agrees that it will not use the App for any purpose prohibited under any applicable law. End User hereby agrees to indemnify, defend and hold Pimloc harmless in the event of any claim which may result from End User’s failure to comply with any applicable laws or regulations.

15. ENTIRE AGREEMENT

15.1

These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2

Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.

15.3

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

15.4

Nothing in this clause shall limit or exclude any liability for fraud.

16. GOVERNING LAW & JURISDICTION

16.1

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.

16.2

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).