1. License Grant and restrictions
1.1. Services Direct Internet Limited ("SDI") a Company incorporated in England & Wales (Registered Number: 07906594) whose registered office is at 12 The Maples, Chandlers Ford, Eastleigh, Hampshire UK SO53 1DZ hereby grants the you, the applicant, a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by SDI.
1.2. Usage shall be restricted to your authorised employees and third party contractors to whom we will issue a unique user ID ("Users").
1.3. You may not access the Service if you are a direct competitor of SDI, except with SDI prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.4. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics to the Service, or (c) copy any ideas, features, functions or graphics of the Service. Individual User IDs cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
1.5. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
1.6. You will ensure that your authorised employees and third party contractors with access to the Service are aware of the terms of this agreement and you will procure their compliance with its terms and, in the case of third party contractors, that they enter into a direct licence with us.
2.1. Payment for usage of the Service shall be made by reference to the specified Charges for using the Service in each calendar month. We will on or after ten working days from our invoice date deduct from your bank account by Direct Debit a sum representing the Charges agreed by you when entering into this contract or the minimum monthly user charge, whichever is the greater.
2.2. We may alter those charges at any time on not less than one calendar month's notice to you. You have the right during the period of that notice to serve notice on us terminating the contract at the end of the then calendar month and no increased charges will apply to you.
3.1. This contract lasts for one year from the end of the calendar month in which you set it up and will thereafter continue from year to year unless either of us informs the other no later than one month before the year end that they will not be renewing.
3.2. Either of us may terminate this contract if the other is in breach and fails to remedy that breach within fourteen days of notice quoting this clause and requiring the breach to be remedied.
3.3. We may suspend the Service immediately whilst any breach continues or if in our reasonable opinion your usage of the Service is such as to endanger our reputation or our ability to deliver the Service, cause us to be in breach of the law or adversely affect the legitimate operations of other users of the Service.
4. Account information and data
4.1. SDI does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). In the event this Agreement is terminated (other than by reason of your breach), SDI will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. SDI reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and SDI shall have no obligation to maintain or forward any Customer Data.
4.2. We will keep your data safe and confidential and have in place appropriate technical and organisational measures to protect it.
4.3. We will not without your consent host your data outside the EEA.
5. Intellectual Property Ownership
5.1. SDI alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Sevices Direct Internet Platform, the SDI content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Services Direct Internet Platform or the Intellectual Property Rights owned by SDI.
6. Your Responsibilities
6.1. You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify SDI immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to SDI immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Service user or provide false identity information to gain access to or use the Service.
7. Mutual Indemnification
7.1. You shall indemnify and hold SDI, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that your use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that SDI (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release SDI of all liability and such settlement does not affect SDI's business or Service); (c) provides to you all available information and assistance; (d) has not compromised or settled such claim and you provide reasonable security for any award (including costs) which could be made against SDI.
7.2. SDI shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a UK. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by SDI of its representations or warranties; or (iii) a claim arising from breach of this Agreement by SDI; provided that you (a) promptly give written notice of the claim to SDI; (b) give SDI sole control of the defence and settlement of the claim; (c) provide to SDI all available information and assistance; and (d) have not compromised or settled such claim. SDI shall have no indemnification obligation, and you shall indemnify SDI pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process.
8. Limitation of Liability
8.1. IN NO EVENT SHALL SDI'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO SDI IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. THESE LIMITATIONS DO NOT AFFECT ANY INDEMNITY PROVISIONS HEREIN, ANY CLAIM FOR DEATH OR PERSONAL INJURY OR FOR BREACH OF ANY CONFIDENTIALITY PROVISION OR FOR FRAUD.
9. Legal jurisdiction
9.1. This Agreement shall be governed by and construed in accordance with English Law and the courts of England and Wales shall have non-exclusive jurisdiction.