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IMPORTANT NOTICE: PLEASE READ THESE TERMS CAREFULLY BEFORE CONTINUING TO USE THE INFLYTE
PLATFORM.
These terms set out the legal relationship between us and you regarding your use of the Inflyte Platform. Were
delighted that you want to use Inflyte, and we want to make certain that you and we are clear about each others
responsibilities. Wed ask you to read the terms carefully before you agree to accept them, because they explain
the following important concepts:
were providing the Inflyte Platform simply as an interface for Promoters and Recipients to
communicate with each other;
we have no responsibility for any Uploaded Content or Recipients Use Information communicated
through the Inflyte Platform; and
we have some minimum rules which we ask Promoters and Recipients to comply with when theyre
using the Inflyte Platform.
THESE TERMS AND CONDITIONS CREATE A LEGAL AGREEMENT BETWEEN YOU AND US. BY CLICKING
ACCEPT, AND/OR BY SUBSEQUENTLY USING THE INFLYTE PLATFORM YOU CONFIRM THAT YOU AGREE TO
THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK
ACCEPT.
1. DEFINITIONS
1.1. In this Agreement the following terms shall have the following meanings:
Agreement means these terms and conditions.
Intellectual Property Rights means intellectual property rights, including patents, rights to inventions,
copyright and related rights, trade-marks, trade names and domain names, rights in get-up, rights in
goodwill or to sue for passing off, unfair competition rights, rights in designs, design rights, database
rights, rights in confidential information (including know-how, configurations and trade secrets)
algorithms and any other intellectual property rights, in each case whether registered or unregistered
and including all applications (and rights to apply) for, and renewals or extensions of, 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.
Enterprise Plan Period means, if you are an Enterprise Plan Promoter, the enterprise plan
subscription period agreed by you and us.
Enterprise Plan Promoter means a Promoter who enters into an enterprise plan agreement with us.
Fees means the fee payable by you (if you are a Promoter) as set out in your enterprise plan
agreement (where you are an Enterprise Plan Promoter), or as selected by you from the payment
options detailed at www.inflyteapp.com.
Inflyte IP means all IPR owned by us in the Inflyte Platform.
Inflyte Platform means the industry standard professional promo platform located at inflyteapp.com.
Loss means all claims, damages, losses and/or expenses (including reasonable legal expenses)
incurred by a party.
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Our, us, we means Inflyte Limited, a company registered in Northern Ireland under company number
NI1624151 and registered address at The Mount Business Centre, 2 Woodstock Link, Belfast, Northern
Ireland, BT6 8DD.
parties means us and you, and each of us and you a party.
Promoter means any person and/or business wishing to use the Inflyte Platform to distribute music
promos and related content as Uploaded Content.
Recipient means a user of the Inflyte Platform for the purposes of receiving promos and promotional
material from a Promoter.
Recipients Use Information means, in relation to any Uploaded Content received by a Recipient,
information about the Recipients use of the Uploaded Content (including how often the Uploaded
Content was opened, viewed, played, added to a playlist, and what ratings given).
Uploaded Content means any and all information, data, recording, material, content, text, logos,
photographs, images, audio material, video material and/or audio-visual material uploaded on to the
Inflyte Platform by you. Without limitation, where you are a Promoter, Uploaded Content includes
any promo and promotional material, and any contact list, uploaded by you: if you are a Recipient,
Uploaded Content will include any comment, reviews or related content uploaded by you.
You, your means you in your use of the Inflyte Platform.
1.2. In this Agreement, unless expressly provided to the contrary, any references to clauses are references
of the clauses in this Agreement; words in the singular include the plural and in the plural include the
singular; a reference to a particular law is a reference to it as it is in force for the time being, taking
account of any amendment, extension, application or re-enactment and includes any subordinate
legislation for the time being in force made under it; and references to including and include(s) shall
be deemed to mean respectively, including without limitation and include(s) without limitation.
2. INFLYTE PLATFORM LICENCES AND PERMISSIONS
2.1. Subject to the terms of this Agreement, we hereby grant you a non-exclusive, non-assignable, non-
transferable, non-sub licensable licence to use the Inflyte Platform during the term of this Agreement.
2.2. You grant us a non-exclusive, royalty-free license to receive, use, store and transmit your Uploaded
Content to third parties in accordance with the terms of this Agreement. You acknowledge that such
third parties will have unrestricted use of your Uploaded Content, and that the purpose of the Inflyte
Platform is solely to act as a means by which you can transmit the Uploaded Content to them. We are
not able to control, and accordingly have no responsibility over, the use by such third parties of your
Uploaded Content.
2.3. If you are a Recipient, you grant us the non-exclusive, royalty-free licence, and permit us, to collect
the Recipients Use Information and to provide it to the relevant Promoter. You acknowledge that we
are not able to control, and accordingly have no responsibility over, the use of your Recipients Use
Information by the relevant Promoter.
3. SCOPE OF USE
3.1. You undertake to us that you shall not:
3.1.1. take any action that imposes, or is likely to impose, an unreasonable or disproportionately
large load on our infrastructure;
3.1.2. interfere or attempt to interfere with the proper working of the Inflyte Platform or any
activities conducted via the Inflyte Platform;
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3.1.3. bypass any measures we may use to prevent or restrict access to the Inflyte Platform;
3.1.4. engage in any activity that interferes with or disrupts the Inflyte Platform, or the servers
and networks which are connected to the Inflyte Platform (including accessing (or
attempting to access), monitoring and/or copying any part of the Inflyte Platform through
any automated means, including use of agents, robots, spiders, scripts or web crawlers);
3.1.5. enable and/or permit any third party to access the Inflyte Platform;
3.1.6. duplicate, modify or distribute, reverse engineer, create derivative works of, decompile,
disassemble, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export,
transfer, loan, rent, lease, assign or adapt any portion of the Inflyte Platforms software,
nor merge or incorporate it with any other software nor permit any third party to do so,
except solely to the extent permitted by applicable law;
3.1.7. replicate (exactly or substantively) the look and feel of the Inflyte Platform and/or the
Inflyte Platform including its user interfaces and/or processes;
3.1.8. use any of the trademarks, trade names, service marks, copyrights, logos, domain names
and other distinctive brand features contained in the Inflyte Platform;
3.1.9. alter, remove or obscure any proprietary rights notices (including copyright and trademark
notices) which may appear in or be held within the Inflyte Platform; and/or
3.1.10. upload on to the Inflyte Platform (or authorise or allow anyone else to upload) any content
which:
3.1.10.1. is misleading, harmful, threatening, abusive, harassing, defamatory, offensive,
violent, obscene, pornographic, vulgar, libellous, racially, ethnically, religiously
or otherwise objectionable;
3.1.10.2. constitutes unauthorised disclosure of personal or confidential information;
3.1.10.3. infringes the rights of any party (including but not limited to any Intellectual
Property Right) or otherwise create liability or breach any local, national or
international law;
3.1.10.4. contains viruses, trojans, worms, corrupted files or code, files and programs
designed to impede or destroy the functionality of any computer Inflyte Platform
or hardware; spyware and malware designed for phishing and with a view to
compromise the data security and integrity, and obtain sensitive personal or
financial information; and/or
3.1.10.5. constitutes or encourages a criminal offence.
3.2. You undertake to:
3.2.1. maintain security measures as may be commercially reasonably required to prevent
unauthorised access to and use of the Inflyte Platform
3.2.2. ensure that any passwords and/or login details associated with your use of the Inflyte
Platform are kept confidential at all times. You acknowledge and agree that you will be
responsible for any activities carried out using your login details. If you know or suspect
that someone else knows your password or has accessed your details without authorisation
you agree to notify us by contacting us immediately;
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3.2.3. promptly upon becoming aware of any breach of any of the obligations listed at clause 3.1,
to notify us thereof, and provide us with such detail as we may reasonably request;
3.2.4. comply with our fair use policy located at https://inflyteapp.com/fairuse (Fair Use Policy);
3.2.5. where you use anyone other than an employee of you to use the Inflyte Platform, procure
that persons compliance at all times with the obligations of clauses 3.1 and 3.2 and clause
8;
3.3. In order to allow us to maintain the security of the Inflyte Platform, you agree and acknowledge that:
3.3.1. we reserve the right to remove or edit any content, at our sole discretion and without prior
warning, if we determine that it is not in compliance with this Agreement, infringes any law
or partys rights (including Intellectual Property Rights) or is notified to us as objectionable
by a third party;
3.3.2. damages alone would not be an adequate remedy for breach of clauses 3.1 and 3.2. We
will be permitted, without having to prove special damages, to seek equitable relief
(including injunction and specific performance) for any such breach or threatened breach.
3.3.3. we may monitor your use of the Inflyte Platform. Where, in our sole discretion, we
determine that a material breach of clauses 3.1 and/or 3.2 has occurred, or where in our
reasonable opinion we determine that such a material breach may occur, we reserve the
right to immediately suspend or terminate your access to the Inflyte Platform.
3.4. We shall be entitled periodically to modify the features and functionality of the Inflyte Platform. We
shall use all reasonable endeavours to ensure that any such modification does not materially
adversely affect the use of the Inflyte Platform.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. We acknowledge and agree that all Intellectual Property Rights subsisting in or used in connection
with the Uploaded Content submitted by you are and shall remain the sole property of you and/or
your licensors. Nothing in this Agreement shall confer on us any right, title or interest in such
Uploaded Content other than the rights of use specifically set out herein.
4.2. You acknowledge and agree that all Intellectual Property Rights subsisting in or used in connection
with the Inflyte Platform are and shall remain the sole property of us and/or our licensors. Nothing in
this Agreement shall confer on you (or anyone else) any right, title or interest in the Inflyte Platform
other than the rights of use specifically set out herein.
4.3. You agree that:
4.3.1. all present and future rights in and title to the Inflyte Platform, including the right to grant
access to it via any present or future technology, are solely and exclusively reserved to us
and/or our licensors, and
4.3.2. the Inflyte Platform has been developed by us through substantial amounts of work, time
and expense invested in obtaining and presenting its contents.
4.4. We undertake to indemnify you and keep you indemnified against any Loss directly incurred by you
as a result of any claim by a third party that your use of the Inflyte IPR infringes the Intellectual
Property Rights and/or proprietary rights of any third party.
4.5. You undertake to indemnify us and keep us indemnified against any Loss directly incurred by us as a
result of any claim by a third party that use of the Uploaded Content posted by you to the Inflyte
Platform (including without limitation our permitting the Uploaded Content to be uploaded and
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distributed by you) infringes the Intellectual Property Rights and/or proprietary rights of any third
party.
4.6. Indemnification in accordance with clause 4.4 and/or 4.5 is conditional upon:
4.6.1. the indemnified party notifying the indemnifying party in writing, as soon as reasonably
practicable, of the relevant claim;
4.6.2. the indemnified party not making any admission as to liability or compromise or agreeing
to any settlement of any claim without the indemnifying partys prior written consent (not
to be unreasonably withheld);
4.6.3. the indemnifying party having, at its own expense, the conduct of or the right to settle all
negotiations and litigation arising from any indemnified claim;
4.6.4. the indemnified party providing the indemnifying party with all reasonable assistance in
connection with any such claim and such litigation at the indemnifying partys request and
expense; and
4.6.5. the indemnified partys taking all reasonable steps to mitigate any Loss.
5. WARRANTIES
5.1. We warrant to you that:
5.1.1. we have full capacity and authority and all necessary consents to enter into and to perform
this Agreement;
5.1.2. the Agreement is executed by a duly authorised signatory of our company with the
authority to legally bind us;
5.1.3. we will use all reasonable endeavours to comply with all applicable laws in the creation
and provision of the Inflyte Platform; and
5.1.4. we will use reasonable skill and care in supplying the Inflyte Platform.
5.2. You warrant to us that:
5.2.1. you have full capacity and authority and all necessary consents to enter into and to perform
this Agreement;
5.2.2. you will use all reasonable endeavours at all times to comply with all applicable laws
relating to the use of or access to the Inflyte Platform;
5.2.3. you have the lawful right to use, upload and distribute the Uploaded Content;
5.2.4. your uploading and distribution of the Uploaded Content will not constitute or encourage
a criminal offence or breach the rights (including Intellectual Property Rights) of any party
or otherwise breach any relevant local, national or international law; and
5.2.5. the Agreement is executed by a duly authorised signatory of your company with the
authority to legally bind you.
5.3. Except as expressly set forth in this Agreement, all warranties, terms and conditions, whether oral or
written, express or implied by statute, common law, or otherwise, including but not limited to any
warranties, terms and conditions of fitness for purpose, description or quality, are to the fullest extent
permitted by law hereby excluded. No advice or information, whether oral or written, obtained by
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you from us or any of our affiliates, officials, employees, or personnel, or through or from the Inflyte
Platform shall create any warranty not expressly stated in this Agreement. All such liability is excluded
by us to the fullest extent permitted by law.
6. DATA PROTECTION
6.1. In this clause 6 the following terms have the following meaning:
6.1.1. Data Subject means any individual who can be identified from the Uploaded Data (as those
terms are defined in the data processing schedule);
6.1.2. Data Protection Legislation means the Data Protection Act 2018, the Data Protection,
Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (the
Data Protection Regulations), the General Data Protection Regulation (EU) 2016/679 (as
applicable), the UK GDPR (as defined in the Data Protection Regulations) and any other
applicable laws relating to the processing of personal data and privacy, including where
applicable the guidance and codes of practice issued by the Information Commissioner or
a relevant central government body in relation to such laws;
6.1.3. Personal Data shall have the meaning given to it in the Data Protection Legislation;
6.1.4. Processor has the meaning given to it in the Data Protection Legislation; and
6.1.5. Uploaded Data means any Personal Data uploaded by you onto the Inflyte Platform and/or
as otherwise provided by you to us in the course of your use of the Inflyte Platform.
6.2. Both you and we agree to comply with our obligations under the Data Protection Legislation in respect
of any Uploaded Data.
6.3. You represent and warrant to us that you have the lawful authority both to upload the Uploaded Data
into the Inflyte platform, and to permit us to distribute the Uploaded Data in accordance with your
instructions.
6.4. Where we are a Processor in relation to the Uploaded Data, we shall:
6.4.1. process the Uploaded Data only in accordance with your written instructions (which shall
include the provisions in this Agreement) unless we are prevented by the Data Protection
Legislation, in which case we shall promptly notify you of this unless the Data Protection
Legislation prohibit us from so notifying you;
6.4.2. ensure that all personnel who have access to and/or process Uploaded Data are obliged to
keep the Uploaded Data confidential;
6.4.3. ensure that we have in place appropriate technical and organisational measures to protect
against unauthorised or unlawful processing of Uploaded Data and against accidental loss
or destruction of, or damage to, Uploaded 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 Uploaded Data, ensuring
confidentiality, integrity, availability and resilience of its systems and services, ensuring
that availability of and access to Uploaded 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);
6.4.4. (where we use any sub-processor, as that term is defined in the Data Protection Legislation)
we shall:
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6.4.4.1. enter into a legally binding written agreement that places the equivalent data
protection obligations as those set out in this Agreement to the extent applicable
to the nature of the services provided by such sub-processor, in particular
providing sufficient guarantees to implement appropriate technical and
organisational measures in such a manner that the processing will meet the
requirements of the Data Protection Legislation;
6.4.4.2. remain liable for the performance of the sub-processor;
and you consent to our appointing sub-processors subject to the provisions of this clause
6.4.4;
6.4.5. at your written direction, promptly delete or return Uploaded Data to you on termination
of this Agreement unless required by the Data Protection Legislation to store the Uploaded
Data;
6.4.6. maintain complete and accurate records and information to demonstrate our compliance
with these Terms of Processing and, where such records and information are in all
circumstances reasonably unable to demonstrate the same, to allow for audits by you or
your designated auditor in respect of the processing of the Uploaded Data by us or our sub-
processors (any such audit being solely upon reasonable notice from you, during our
normal working hours, at your cost and to occur (save in the event of our material breach
of this clause 6) no more than once in any twelve month period);
6.4.7. procure that any transfers by us outside the UK and/or the EEA shall be carried out in
accordance with Chapter 5 of the Data Protection Legislation;
6.4.8. provide such assistance as may be required under the Data Protection Legislation to you in
responding to any request from a Data Subject and in ensuring compliance with your
obligations under the Data Protection Legislation with respect to security, breach
notifications, impact assessments and consultations with supervisory authorities or
regulators;
6.4.9. notify you without undue delay on becoming aware of a breach of the Uploaded Data; and
6.4.10. not disclose or transfer the Uploaded Data to any third party unless necessary for the
provision of the Inflyte Platform in accordance with this Agreement and/or proper
compliance with any legal requirement.
6.5. When you distribute any Uploaded Content to a third party via the Inflyte Platform, you undertake to
6.5.1. comply with the Data Protection Legislation;
6.5.2. use all reasonable endeavours to comply with any of our notified policies on unsolicited
commercial communications;
6.5.3. ensure that each communication sent will contain the "unsubscribe" link or other
mechanism that allows subscribers to remove themselves from your mailing list (and you
undertake that you will not remove, disable or attempt to remove or disable either link)
6.5.4. use all reasonable endeavours to maintain Inflyte as an opt-in permission based service.
6.6. We reserve the right to collect information about users internet protocol addresses in order to
maintain security of the Inflyte Platform. Our use of any such information will be governed by our
privacy policy which is located at https://inflyteapp.com/privacy.
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7. FEES & PAYMENT TERMS
7.1. If you are a Recipient, you dont pay to use the Inflyte Platform.
7.2. If you are a Promoter, you pay to use the Inflyte Platform by either:
7.2.1. purchasing credits. Each promo credit entitles you to send a single catalogue number
promo campaign to your subscribers. For the avoidance of doubt, combining multiple
catalogue numbers into a single promo campaign is not permitted and is a breach of the
Fair Use Policy; or
7.2.2. becoming an Enterprise Plan Promoter. Enterprise Plan Promoters pay a fixed amount on
a periodic basis for a fixed subscription period. The amount is based on the number of
credits and size of the database of contacts they need to send promos to.
7.3. If you are an Enterprise Plan Promoter, you will be charged on the basis of the enterprise plan agreed
to by you and us. We reserve the right to review and increase by agreement with the party on renewal
the Fees for Enterprise Plan Promoters every year.
7.4. If you select Monthly Payments at inflyteapp.com, you acknowledge that the discounted prices made
available to you are subject to the following conditions:
7.4.1. monthly subscriptions operate on a rolling 30 day period from the date you begin using the
Inflyte Platform, and that date will in each following month be the Monthly Payment Date
(provided that, if the date does not occur in a particular month, the last day of that month
will be the Monthly Payment Date for that month). You will be billed automatically on each
Monthly Payment Date;
7.4.2. credits that are not used by the next following Monthly Payment Date do not roll-over into
subsequent months; and
7.4.3. subscriptions may be cancelled at any time before the next Monthly Payment Date by
emailing help@inflyteapp.com; and
7.4.4. where we are unable to collect monthly subscription payments within a reasonable
timeframe, and without limiting the other rights given to us by this Agreement, we may
archive your promo campaigns and the provisions of clause 9.6.4 shall apply.
7.5. All Fees are payable by you without any deduction, whether by way of set-off, counterclaim, discount,
abatement or otherwise. Unless otherwise expressly stated to the contrary, any Fees given or quoted
will be exclusive of VAT, which shall be payable by you.
7.6. If any sum properly payable under this Agreement and invoiced by us to you is not paid within 14 days
of receipt of invoice, we reserve the right to charge interest in accordance with the Late Payment of
Commercial Debts (Interest) Act 1998, and/or to suspend all further access to the Inflyte Platform
until payment has been made in full.
7.7. You agree that we may charge to your credit card or other payment mechanism selected by you all
amounts due and owing by way of Fees. If we are unable to collect Fees owed by you through your
selected payment mechanism we may (but are not obliged to) take any other steps reasonably
necessary to collect such Fees. You undertake to repay us promptly any and all costs actually,
reasonably and directly incurred by us in the process of such collection.
8. LIMITATION OF LIABILITY
8.1. Notwithstanding any other provision herein, neither party shall exclude or limit its liability to the other
party for: (a) death or personal injury caused by its negligence; or (b) fraud, including fraudulent
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misrepresentation; or (c) any liability which cannot be excluded or limited by law; or (d) any amount
indemnified by it in accordance with this Agreement.
8.2. You acknowledge and agree that:
8.2.1. use of the Inflyte Platform is at your own risk. The Inflyte Platform is offered as is and as
available. We do not warrant that it will be compatible with your systems. It is your
responsibility to ensure that you have the technological capability to access the features of
the Inflyte Platform. We are not liable if you do not have the capability to access or use all
of any parts of the Inflyte Platform, or if you provide inaccurate information (including
inaccurate contact details) and/or do not follow any related technical guidelines.
8.2.2. we cannot accept any responsibility in relation to the Uploaded Content, including any
response (or lack of response) to any distribution of the Uploaded Content, and/or for any
use, misuse or loss of Uploaded Content by third parties;
8.2.3. we cannot accept any responsibility in relation to the Recipients Use Information, its
accuracy and/or interpretation and/or for any use, misuse or loss of Recipients Use
Information by third parties;
8.2.4. we have no duty to moderate any content accessible via the Inflyte Platform and that you
are solely responsible for any Uploaded Content;
8.2.5. any use by you of, or reliance upon, and/or any impact upon you of, Uploaded Content
and/or Recipients Use Information provided by a third party is at your sole risk. We do not
endorse, have not investigated or tested and we have no responsibility of any sort for any
information which may be accessible via the Inflyte Platform;
8.2.6. in your use of the Inflyte Platform, you may be offered access to facilities provided by third
parties. You acknowledge and agree that any use of any such facility shall not form part of
this Agreement, that we do not recommend any such facility and shall have no obligation
and/or liability to you in relation to any such facility, and that such engagement may result
in separate fees being payable by you to the relevant service provider;
8.2.7. while we will store your Uploaded Content and/or Recipients Use Information in
accordance with this Agreement, you acknowledge and agree that the Inflyte Platform is
not intended to act as a back-up service. You are solely responsible for backing up your
Uploaded Content and/or Recipients Use Information regularly to prevent any loss of
information;
8.2.8. the downloading, obtaining and/or accessing of any material (including Uploaded Content
and/or Recipients Use Information) through the use of the Inflyte Platform is done at your
own discretion and risk, and that you will be solely responsible for any damage, loss, or
prejudice to your computer system or other device or loss of data that results from the
download or access of any such material; and
8.2.9. we are not liable for the acts and/or omissions of any third parties (including third party
services and third party hardware).
8.3. You agree that we and our licensors shall not be liable to you for: (a) any indirect, special, incidental
or consequential loss or damage which may arise in respect of the Inflyte Platform and/or its use or
non-availability; (b) loss of profit, business revenue, goodwill and anticipated savings: (c) any trading
or other losses which you may incur as a result of use of or reliance upon any content; and/or(d) the
deletion of, corruption of, or failure to store, any content (including Uploaded Content and/or
Recipients Use Information) and other communications data maintained or transmitted by or
through your use of the Inflyte Platform.
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8.4. Subject to Clause 8.1, our aggregate liability arising from or in connection with this Agreement shall
(where you are a Promoter) not exceed an amount equal to the Fees paid under this Agreement by
you to us in the 12 months preceding the date of the claim, or (where you use the Inflyte Platform in
any other capacity) not exceed £100.
8.5. You agree and acknowledge that you are in a better position than us to foresee and evaluate any
potential damage or loss which you may suffer in connection with the use of the Inflyte Platform and
that the exclusions and limitations contained in this clause 8 are reasonable given our respective
commercial positions and ability to purchase relevant insurance in respect of risks under this
Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all other
limitations of liability and exclusion of damages set forth in this Agreement shall remain in full force
and effect. You also undertake at all times to mitigate any such damage or loss.
9. TERMINATION
9.1. The Agreement shall begin and end:
9.1.1. if you are an Enterprise Plan Promoter, on the first day of the Enterprise Plan Period and
end on the last day of the Enterprise Plan Period; or
9.1.2. if you are not an Enterprise Plan Promoter, on the first day of your use of Inflyte and end
on the last day of such use .
9.2. Notwithstanding clause 9.1., the Agreement shall end earlier if terminated in accordance with clause
9.3 or 9.4.
9.3. If you are an Enterprise Plan Promoter, you may terminate this Agreement at any time by giving us
30 days written notice. Termination will not entitle you to any refund of sums already paid by you.
9.4. Either party may terminate this Agreement without liability to the other if:
9.4.1. the non-terminating party commits a material breach of any of the terms of this Agreement
and (if such a breach is remediable) fails to remedy that breach within 30 days of being
notified in writing of the breach;
9.4.2. an order is made or a resolution is passed for the non-terminating partys winding up, or if
an order is made for the appointment of an administrator to manage its affairs, business
and property, or if such an administrator is appointed or if documents are filed with the
court for the appointment of an administrator or if notice of intention to appoint an
administrator is given by the non-terminating party or its directors or by a qualifying charge
holder, or if a receiver is appointed of any of its assets or undertaking or if circumstances
arise which entitle the court or a creditor to appoint a receiver or manager or which entitle
the court to make a winding-up order or if the non-performing party takes or suffers any
similar or analogous action in consequence of debt; or
9.4.3. the non-terminating party ceases, or threatens to cease, to trade.
9.5. Without prejudice to any other rights or remedies to which we may be entitled, we may terminate
this Agreement without liability to you in accordance with clause 3.3, and/or if you fail to pay any sum
due to us under this Agreement and such sum remains unpaid 14 days after its due date and our
written notification to you.
9.6. Upon the expiry or termination of this Agreement:
9.6.1. the licences granted at clause 2.1 and 2.3 terminate;
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9.6.2. all legal rights, obligations and liabilities belonging to you and to us shall be unaffected by
this cessation, and the provisions of clauses 2.2, 4, 6, 7, 8, 9 and 10 shall survive termination
of this Agreement;
9.6.3. you will no longer be contactable by third parties via the Inflyte Platform;
9.6.4. we reserve the right to archive your Uploaded Content and/or Recipients Use Information
after a reasonable period of time (being at least 90 days after your last use of the Inflyte
Platform). If, after archiving of your Uploaded Content and/or Recipients Use Information,
we are asked by you to retrieve any of the same, we will use commercially reasonable
endeavours to do so, but reserve the right to charge you for costs actually, reasonably and
directly incurred by us in doing so. Our archiving of your Uploaded Content and/or
Recipients Use Information is subject at all times to the provisions of clause 8.2.6;
9.6.5. you shall immediately pay us all outstanding sums due at the date of termination under
this Agreement.
10. CONFIDENTIAL INFORMATION
10.1. Confidential Information means any information belonging or relating to a party disclosed by or on
behalf of that party (the Disclosing party) to the other party (the Receiving party) whether in writing,
orally or by any other means, directly or indirectly, intentionally or unintentionally, before, on or after
the date of formation of this Agreement, relating to the business, activities, products, services,
technology and financial information of either party or its customers, employees or officers, and any
other information of the Disclosing party that is marked confidential or that the Receiving party ought
reasonably to have known was confidential.
10.2. The Receiving party shall not use Confidential Information for a purpose other than the performance
of its obligations or enforcement of its rights under this Agreement and shall not disclose Confidential
Information to any third party except with the prior written consent of the Disclosing party or in
accordance with clause 10.3.
10.3. The Receiving party shall not disclose Confidential Information except to any of its officers,
employees, agents, professional advisors and contractors provided that disclosure is necessary for the
purposes of this Agreement, and such disclosee is bound to obligations of confidentiality at least as
stringent as those provided under this Agreement.
10.4. Clauses 10.2 and 10.3 do not apply to Confidential Information which:
10.4.1. becomes publicly known other than by the Receiving party's breach of this Agreement; or
10.4.2. can be shown by the Receiving party to the Disclosing party's reasonable satisfaction to
have been known by the Receiving party before disclosure by the Disclosing party to the
Receiving party or subsequently to have been disclosed to the Receiving party by a source
other than the Disclosing party without breach of this Agreement.
11. GENERAL
11.1. You may not assign, sub-license, sub-contract, mortgage or otherwise transfer any of your rights or
obligations under this Agreement without our prior written consent.
11.2. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of
that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed
to be a waiver of any other right or of any later breach.
11.3. This Agreement constitutes the entire agreement and understanding between the parties as to the
subject matter hereof and supersedes all previous between the parties agreements relating to the
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subject matter hereof. Each party represents and agrees that in entering into this Agreement it does
not rely on, and will have no remedy in respect of, any statement, representation, warranty or
understanding (whether negligently or innocently made) of any person (whether party to this
Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall
exclude or limit any liability for fraud.
11.4. A person who is not a party to this Agreement shall not have any rights under or in connection with
it by virtue of the Contracts (Rights of Third Parties) Act 1999.
11.5. Any notice of termination, breach or other notice of a legal nature required to be given to either party
under this Agreement shall be given by first class recorded delivery post, or by hand confirmed by
signed receipt, to the appropriate address of the party concerned set out in the Agreement or as
notified by them from time to time and any such notice shall be deemed to be delivered on the date
such delivery is recorded. Any other notice required to be given under this Agreement shall be
sufficiently given if sent by first class post and any such notice shall be deemed to be delivered within
two days of such posting.
11.6. If any term, part or provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable as being contrary to applicable law or public policy, such
provision shall to the extent reasonably possible be construed in a manner so as to be enforceable
and the remaining provisions hereof shall remain in full force and effect and in no way be affected,
impaired or invalidated.
11.7. Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set
out in writing and signed by or on behalf of each of the parties.
12. GOVERNING LAW AND JURISDICTION
12.1. This Agreement shall be governed by and construed in accordance with the laws of Northern Ireland
and both parties submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes
which may arise in connection.