Inflyte: Terms & Conditions

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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. We’re

delighted that you want to use Inflyte, and we want to make certain that you and we are clear about each other’s

responsibilities. We’d ask you to read the terms carefully before you agree to accept them, because they explain

the following important concepts:

● we’re 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 Recipient’s Use Information communicated

through the Inflyte Platform; and

● we have some minimum rules which we ask Promoters and Recipients to comply with when they’re

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,

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.

Recipient’s Use Information means, in relation to any Uploaded Content received by a Recipient,

information about the Recipient’s 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 Recipient’s 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 Recipient’s 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 Platform’s 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 person’s compliance at all times with the obligations of clauses 3.1 and 3.2 and clause

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 party’s 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 party’s 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 party’s request and

expense; and

4.6.5. the indemnified party’s 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

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7. FEES & PAYMENT TERMS

7.1. If you are a Recipient, you don’t 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 Recipient’s Use Information, its

accuracy and/or interpretation and/or for any use, misuse or loss of Recipient’s 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 Recipient’s 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 Recipient’s 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 Recipient’s 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 Recipient’s 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

Recipient’s 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 party’s 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 Recipient’s 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 Recipient’s 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

Recipient’s 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.