Standard Terms & Conditions - 2020

1. Definitions

Admin User(s) means the same as User but in addition is able to add new Users to the Account, download data and is authorized to subscribe to additional products and or services via the Platform and that these may have a cost.

Agreement means this Agreement, and unless the context requires otherwise, includes all Order Forms, and any addendums, schedules or attachments to any of the foregoing.
Account means an account on the BeeLiked Platform that enables You to create and manage Your Campaigns, Games or Promotions on the BeeLiked Platform.

BeeLiked means BeeLiked, the trading name for BeeLiked Media Ltd (company number: 06795071) whose registered office is at 10 Ironmonger Lane, London EC2V 8EY and “We”, “Our” or “Us” shall be construed accordingly.

BeeLiked Content means any data, images, graphics, information, statements, Intellectual Property, or other material (regardless of form or media) created by BeeLiked or on BeeLiked's behalf for use in conjunction with the BeeLiked Platform.

BeeLiked Platform or the Platform means the hosted SaaS platform that is developed, operated, and maintained by BeeLiked Media Ltd, accessible via app.beeliked.com or another designated URL.
BeeLiked Service or the Service(s) means the provision of the BeeLiked Platform and the Professional Services specified in one or more Order Form(s).

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

Campaign or the Game or the Promotion means each of your named campaigns created, hosted, and managed via the BeeLiked Platform.

Fees means the amount payable by You for Your Account, and where relevant, any amounts payable as specified in any Order Form.

Content means Entrant Content, Your Content, and BeeLiked Content or any of them as the context requires (unless otherwise stated).

Contract Start Date means the date that this Agreement commences, which shall be the date that this Agreement has been signed by BeeLiked.

Contract Term has the meaning given in clause 16.a.

Data Breach means the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure, or access of personal data.

Data Protection Laws means (a) 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; and (b) 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 and privacy of electronic communications.

Effective Date means the effective dates specified in any applicable Order Form(s).

Entrant(s) means the individual end user(s) interacting with your Campaign.

Entrant Content means any data, images, graphics, information, opinions, statements, or other material (regardless of form or media) including personal data contributed to the BeeLiked Platform by an Entrant accessing the BeeLiked Service in response to Your Campaign.

Fees means Subscription such other amounts payable by You as specified in any Order Form.

Hourly Rate(s) has the meaning given in the Order Form or, if silent, $150 USD per hour (exclusive of any value added tax and any other sales taxes or duties)

Interaction(s) Our volume-based measure for the level of Entrant activity with a Campaign. A minimum of 1/2 Interaction is always used per campaign entry. Additional Interactions may be used for certain optional features that can be switched on by an Admin User within the Platform. Overages may apply depending on the product and/or feature used within the Platform.

Interaction Package(s) means a defined amount of additional Interactions that can be pre-purchased by You as set out on the Order Form. These do not expire as long as You have at least one Account.

Monthly Interaction Allowance means the maximum number of monthly Interactions included with each Client Account as set out on the Order Form.

Initial Term has the meaning given to it in an Order Form.

Intellectual Property means patents, trademarks, service marks, trade names (including internet domain names and email address names), logos, copyrights, authors rights, moral rights, know-how, rights in look and feel, database rights, rights in designs and inventions and all or any similar or equivalent rights arising or subsisting in any jurisdiction, whether or not any of the foregoing are registered, including without limitation the right to apply for registrations, renewals or extensions in respect of any of the foregoing.

Order Form or Order(s) means each BeeLiked ordering document signed by you and BeeLiked or your completion of an online form and submission of billing information through the BeeLiked Platform.

Personal data , process/processing, Controller,Processor, sub-Processor, and data subject shall each have the same meaning as is given to them in the GDPR.

Processed Data means personal data processed by BeeLiked on behalf of You in accordance with the terms of this Agreement.

Professional Services means configuration, training, and such other services as may be described in an Order Form or otherwise provided by BeeLiked.
Renewal Period
has the meaning given to it in any Order Form.

SLA means BeeLiked’s Service Level Agreement attached to an Order Form.

Subscription means the amount You pay for access to Your Account. Each Subscription includes a monthly interaction allowance as specified in any Order Form.

Subscription Term means the Initial Term to the BeeLiked Platform, as specified on any Order Form(s) and each subsequent Renewal Period (if any).

Team Time means the fees payable by You for the Professional Services as set out on an Order Form.

User(s) means You, and/or those of each of your individual employees, agents, contractors, who have been issued User IDs and passwords and are authorized by BeeLiked to access the BeeLiked Service.

You means the natural person or legal entity specified on any Order Form subscribing to the Service(s) provided under this Agreement on behalf of itself, and/or the Users and 'You/you', ‘Your/your' and 'Yours/yours’ shall be construed accordingly.

Your Content means any data, images, graphics, information, surveys, opinions, statements, Intellectual Property, or other material that You or Users contribute to the BeeLiked Platform for distribution to Entrants through the BeeLiked Service.

2. Order Formation

a. When You wish to procure the professional services of BeeLiked, You shall request a draft Order Form from BeeLiked by email providing sufficient details of the BeeLiked Services required, any performance dates or milestones, and such other information as BeeLiked may require from time to time.

b. Following receipt of such request, BeeLiked shall prepare a draft Order Form for You to consider and sign.

c. An Order Form, other than your completion of an online form and submission of billing information through the BeeLiked Platform, shall not be agreed by BeeLiked, and shall not be binding between the parties, unless and until it has been signed by an authorized representative of BeeLiked. For the avoidance of doubt, BeeLiked shall be under no obligation to agree an Order Form.

d. Each Order Form shall incorporate the terms of this Agreement and shall form a separate individual contract between You and BeeLiked.

3. Provision of Services

a. In consideration of the receipt by BeeLiked of the Fees in full and subject to the terms of this Agreement, BeeLiked shall provide the Services to You pursuant to this Agreement during the Contract Term. BeeLiked shall use commercially reasonable endeavors to provide the Services pursuant to the specifications set forth in an applicable Order Form.

b. You acknowledge that BeeLiked may provide services which are the same as or similar to the Services to other organizations worldwide, which may include competitors of You.

c. We may, at our discretion, allow you access to a white label version of the Platform. This may be subject to an additional cost as indicated on the applicable Order Form.

d. BeeLiked shall at all times during the term of this Agreement, at its own cost and expense, carry and maintain Public and Product Liability Insurance with minimum limits of £2,000,000 for each occurrence.

e. Unless otherwise notified to You by BeeLiked, such insurance shall be placed with insurers with a current A.M. Best Rating of no less than A-.

4. Professional Services and Team Time

a. Unless we otherwise agree in an Order Form, the Professional Services we provide will be delivered in English.

b. Fees for Professional Services shall be charged at the Team Time (where set out on an Order Form) or at Hourly Rates (where Professional Services are provided outside of the scope of an Order Form).

c. All Professional Services shall be performed remotely unless you and we otherwise agree in writing. For Professional Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Professional Services (including, without limitation, all travel, accommodation, and subsistence expenses).

d. We will invoice you in advance for the Team Time. We will invoice you in arrears for any Professional Services provided outside of the scope of the relevant Order Form. Any invoices or other requests for reimbursement will be due and payable by you within thirty (30) days of the date of the invoice.

e. Estimated dates or deadlines for delivery of the Professional Services (including any deliverables that we agree to provide to you as part of the Professional Services) are as set out in the relevant Order Form ("Delivery Period").

f. If there is no Delivery Period indicated, then the Delivery Period will be one hundred and eighty (180) days from the date of the Order Form for those Professional Services. If the Professional Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Professional Services will be deemed to be complete at the end of the Delivery Period. If the Professional Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Professional Services.

g. Notwithstanding the foregoing, time for BeeLiked's performance of the Services and the time for BeeLiked's performance of its obligations under this Agreement is not of the essence

h. We reserve the right to provide some or all elements of the Professional Services through third party service providers.

i. In the event of cancellation of Professional Services we reserve the right to invoice you for an amount reflecting the Professional Services that we have provided up to and including the date of your cancellation, calculated in accordance with clause 4b. You will be liable to pay any such fees within 30 days of the date of our invoice.

5. BeeLiked Grant of Rights

a. In consideration of Your Subscription(s) and subject to Your compliance with this Agreement, BeeLiked grants You a non-exclusive, non-transferable, revocable, right, without the right to grant sublicences, to access and use, and to permit the Users to access and use, the Platform and the BeeLiked Content obtained through authorized use of the Service solely for Your creation and delivery of Your Campaign(s) for the duration of the Subscription Term, subject always to the limitations and terms set out in this Agreement and the relevant Order Form.

b. You acknowledge and agree that You shall use (and shall ensure that Users use) Your Account(s), Services, Platform and/or Content in accordance with the terms of this Agreement and all applicable laws and regulations.

6. Client Obligations

a. As between You and BeeLiked, You shall be solely responsible for procuring and maintaining network connections and telecommunications links from Your systems to the BeeLiked Platform and Service and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections, telecommunications links or caused by the internet.

b. Contribution of Your Content to the Platform by Users shall be in a format required by BeeLiked from time to time.

c. You grant BeeLiked a non-exclusive, royalty-free, irrevocable, worldwide license to receive, store, copy and distribute Your Content to Entrants in connection with the Campaigns.

d. You warrants and represents to BeeLiked that:

i. You have the legal capacity, and is authorized, to enter into this Agreement (including, without limitation, each Order Form) and You have the power and authority to comply with its obligations in this Agreement to the best of its ability;

ii. BeeLiked's use of Your Content shall not infringe the Intellectual Property rights of any third party;

iii. You are the owner of or otherwise has the right to provide Your Content to BeeLiked for use and distribution as provided herein;

iv. Campaigns shall not be operated in such a way as to be deemed lotteries or otherwise unlawful in the jurisdictions to which they are targeted;

v. You shall, be the "promoter" of each Campaign, and You shall fully comply, and shall procure that each Campaign complies, with all aspects of the UK Gambling Act 2005 and all applicable laws, statutes and regulations applicable to the operation of the Campaign worldwide (" Campaign Laws"). You shall immediately notify BeeLiked if You becomes aware that a Campaign does not, or may not, comply with any Campaign Laws.

e. You shall not and shall ensure that, Users and Entrants do not, access, store, distribute or transmit any viruses, or any material during the Contract Term (including without limitation any Client Content and Entrant Content) which:

i. contains any material which is libelous or slanderous;

ii. infringes the Intellectual Property rights of any third party;

iii. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

iv. facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence;

v. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or

vi. is otherwise illegal or causes damage or injury to any person or property,

and BeeLiked reserves the right, without liability or prejudice to its other rights to You, to disable Your access, or any individual User's access, to any material that breaches the terms of this Agreement.

f. You shall not use or permit anyone to use the Platform or Service for any unlawful purpose.

g. You will not, directly or indirectly (except as may be allowed by any applicable law which cannot be excluded by agreement between the parties): (i) attempt to reverse engineer, decompile or reverse compile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) attempt to copy, modify, translate, or create derivative works based on the Services or the Platform (except to the extent expressly permitted by BeeLiked or authorized within the Services); (iii) use the Services or the Platform for time sharing or service bureau purposes or otherwise for the benefit of a third; or (iv) remove any proprietary notices or labels.

h. You will not, directly, or indirectly, access all or any part of the Services or the Platform in order to build a product or service which competes with the Services or the Platform.

i. In the event of any loss or damage to Entrant Content, your sole and exclusive remedy shall be for BeeLiked to use reasonable commercial endeavors to restore the lost or damaged Entrant Content from the latest back-up of such Entrant Content maintained by BeeLiked. BeeLiked shall not be responsible for any loss, destruction of the Entrant Content or any alteration or disclosure of the Entrant Content by a third party.

j. Where required by BeeLiked, You shall ensure that each User electronically signs the BeeLiked Terms and Conditions upon Account creation.

k. You shall procure that each User complies in full with the terms and conditions in this Agreement that relate to the access and use of the Platform and/or Service. You shall remain liable to BeeLiked for the actions and omissions of each User and as if such actions and omissions were its own under this Agreement.

l. Client shall ensure that at all times it has appointed in writing, a sole representative, with full authority to provide any necessary information and approvals for any Professional Services procured from and required by BeeLiked.

m. You agree to review work in progress on a regular basis and provide feedback, where necessary, to the personnel assigned by BeeLiked on in-process and completed work.

n. You agree to notify BeeLiked immediately should You require any changes to the Services under an Order Form, at which time all outstanding amounts payable to BeeLiked shall be invoiced to Client for payment within 30 days of the date of invoice, and the parties shall, in writing and acting reasonably, amend the Order Form to reflect the required changes to the Services.

o. You acknowledge that Your timely participation and cooperation is necessary for BeeLiked to provide the Services as anticipated in an applicable Order Form. Your failure to provide necessary information, attend scheduled meetings and phone calls, provide feedback or participate or cooperate in any other reasonable manner may create delays, hinder the performance and results of the Services and impact the estimated cost and schedule detailed in the applicable Order Form.

p. You acknowledge, where applicable, that each deliverable in an applicable Order Form includes one round of revisions to the design and creative of deliverables only (unless otherwise specified in an Order Form), provided that the revisions are not significant and that there are no changes to Your initial instructions. If You require more than one round of revisions per deliverable those will be accepted but will have a time/cost aspect.

q. You agree to review and provide feedback for each deliverable within an Order Form within three Business Days. You shall have 7 days to reject a deliverable from receipt of the deliverable.

r. You agree that an Admin User has the authority on behalf of You to purchase additional products and services from within the Platform. Unless otherwise agreed in writing by BeeLiked, payment for such additional products and services shall be due in advance.

s. Without affecting its other obligations under this Agreement, You shall comply with all applicable laws, statutes, and regulations with respect to its activities under this Agreement.

t. You shall obtain and maintain all necessary licenses, consents, and permissions necessary for BeeLiked to perform its obligations under this Agreement.

7. Registrations

a. You shall be required to provide BeeLiked with a list of the individuals it wishes to designate as Users. In order to enable BeeLiked to process User registrations and issue User IDs and passwords, you shall provide us with certain additional information in respect of each such intended User. This information shall comprise the following: name and email address (“ Registration Information”). Prior to providing such Registration Information to BeeLiked, you shall ensure that you have obtained such consents from the designated Users as may be required and are necessary to ensure compliance with applicable Data Protection Laws. You shall ensure that the Registration Information in respect of each User is accurate and complete at all times during the Subscription Term.

b. BeeLiked reserves the right not to issue a User ID and password to any individual for any reason.

c. You shall assign at least one Admin User to the Platform.

d. BeeLiked may (without terminating this Agreement), suspend or terminate User access to the Platform (or any part of it) at any time during the Contract Term in the event of non-payment of Fees or other material or persistent breach of this Agreement.

8. Storage and Use of Registration Information and Other Personal Data

a. BeeLiked stores the Registration Information in respect of each User and may use it for internal, operational, and other lawful purposes including verifying a User’s compliance with this Agreement and the Terms and Conditions. You hereby acknowledges and agrees that BeeLiked may:

i. collect and store such Registration Information together with other information about each User’s use of the Service; and

ii. make such information available internally within BeeLiked and with our partners to the extent necessary for us to provide the BeeLiked Service to you or if we are required to do so by virtue of any law or by order of an applicable court or regulatory authority.

b. Each party shall comply with all applicable requirements of the Data Protection Laws and the data protection provisions within this Agreement (including but not limited to the terms in clauses 8f and 8g as appropriate). These terms do not relieve, remove, or replace a party's obligations under the Data Protection Laws.

c. The parties acknowledge that, in connection with this Agreement, and for the purposes of the Data Protection Laws, You Client is a Controller of the Processed Data, You is a Processor of the Processed Data, and BeeLiked is the Sub-Processor of the Processed Data.

d. Without prejudice to the generality of clause 8b, You will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Processed Data to BeeLiked for the duration and purposes of this Agreement.

e. BeeLiked is registered as a data controller under ICO registration number Z32499632. We store all data collected through our Service in a secure cloud (such as Amazon RDS). We shall treat such data with due care and in accordance with the provisions of applicable Data Protection Laws. We only use such data for the performance of our obligations under this Agreement and do not sell such data to third parties. Where BeeLiked processes personal data as a Controller it processes such personal data in accordance with the BeeLiked Privacy Policy which can be found at https://beeliked.com/privacy-policy

f. Where BeeLiked processes personal data as a Processor or Sub-Processor:

i. the only personal data and categories of data subjects processed by BeeLiked are that which is made available to BeeLiked by You for the purposes of fulfilling BeeLiked's obligations under this Agreement.

ii. BeeLiked shall only process Processed Data in accordance with written instructions of You which are provided from time to time unless BeeLiked is required to process it for other purposes by UK or EU law (in which case, BeeLiked shall notify unless the relevant UK or EU law prohibits the giving of notice).

iii. BeeLiked shall:

1. keep Processed Data confidential;

2. take appropriate measures to ensure the security of Processed Data;

3. considering the nature of the processing and by appropriate technical and organizational security measures, assist You (upon written request and at Your cost) to comply with requests from data subjects to exercise their rights under the Data Protection Laws.

iv. You shall notify BeeLiked in writing if You require assistance from BeeLiked in relation to the security of processing of the Processed Data, notification of any Data Breach affecting the Processed Data, and completing data protection impact assessments for the processing of the Processed Data. BeeLiked shall provide reasonable assistance to You (upon written request and at Your cost).

v. BeeLiked is generally authorized to engage third party Processors to process the Processed Data on its behalf. BeeLiked shall notify You of the addition or replacement of a third-party Processor involved in the processing of the Processed Data on written request by You. BeeLiked shall enter into an agreement with the third-party Processor(s) that is on substantially the same terms as clauses 8(f) and 8(g).

vi. Unless otherwise notified to BeeLiked in writing by You, BeeLiked shall delete all Processed Data on expiry or termination of this Agreement. This does not prevent BeeLiked from keeping a copy of the relevant Processed Data where required under EU or UK law.

vii. If the scope, nature, purpose and duration of processing and types of personal data processed changes during the term of this Agreement, You shall notify BeeLiked in writing.

viii. BeeLiked is permitted to transfer Processed Data outside of the European Economic Area in accordance with Data Protection Laws.

g. Each party shall maintain and shall require its Processors (respectively) to maintain, appropriate physical, technical, and organizational measures to protect personal data against a Data Breach. Where BeeLiked acts as a Sub-Processor for You, BeeLiked shall notify, without undue delay, of any non-trivial Data Breach that may adversely affect the Processed Data.

9. User IDs and Passwords

a. Once issued, the User IDs and passwords may only be used by the individual User to whom they were assigned. Only authorized Users shall be entitled to access the Service and no User IDs or passwords may be transferred, assigned or otherwise loaned (whether for temporary use or otherwise) in any manner whatsoever without BeeLiked’s prior written consent (which may be withheld in BeeLiked’s absolute discretion). When a User is terminated from employment, re-assigned, or is otherwise no longer permitted to access to the Service, it is your responsibility to disable the corresponding User ID via the BeeLiked's online User Management system.

b. In relation to each User:

i. the maximum number of Users that are authorized to access and use the Services are the number of authorized Users recorded on the relevant Order Form;

ii. you will not allow or suffer any User registration to be used by more than one individual authorized User unless you have reassigned the registration in its entirety to another individual authorized User, in which case the prior authorized User shall no longer have any right to access or use the Services or any part thereof.

c. You shall use all reasonable endeavors to prevent any unauthorised access to, or use of, the Services and in the event of such access or use you shall to promptly notify BeeLiked.

d. BeeLiked or its authorized representatives shall have the right to audit and inspect Client's compliance with this Agreement remotely or at Your offices at any time during the Contract Term. Client shall cooperate with any request by BeeLiked in connection with such audit. If BeeLiked determines that You have allowed access to the Services other than as permitted under this Agreement and any Order Form or has otherwise violated any applicable terms hereof or thereof, and as a result additional fees are owed to BeeLiked, BeeLiked shall invoice You for such fees and interest on those fees, and such fees shall be payable pursuant to clause 11. The results of any audit shall not limit any other rights or remedies of BeeLiked.

10. Third Party Sites

a. Use of the BeeLiked Service may lead you, Users and Entrants (via a hyperlink or otherwise) to websites owned or operated independently of BeeLiked by third parties (“Third Party Websites”).You acknowledge that Entrants may access Campaigns through Third Party Websites such as Facebook or Twitter. Such Third-Party Websites are governed by their own technologies, terms and conditions and privacy policies. You shall comply with, and shall procure that the Users comply with, the terms and conditions and policies of the Third-Party Websites.

b. BeeLiked makes no representation, warranty or commitment, and shall have no liability or obligation whatsoever in relation to: (a) the content or use of or communication with or between any Third Party Websites; or (b) any transactions completed and any contract entered into by you, the Users or Entrants or any party with any such third party. Any contract entered into or any transaction completed via any Third-Party Website is between the relevant party and the relevant third party and not BeeLiked. BeeLiked does not endorse or approve any Third-Party Website nor the content of any of the Third-Party Websites made available via the Service. You acknowledge that BeeLiked shall not be in any way responsible for any access to, from or use of such Third-Party Websites or any related products or services available through such sites and you further agree to communicate this to Entrants.

11. Fees and Payment

a. Every Interaction in a Campaign is charged on a per unit basis. The price that you will be charged for each Interaction is the price set out in the Order Form. For the avoidance of doubt, pre-purchased Interaction Packages will expire if You do not have at least one Subscription.

b. You must pay the Fees to BeeLiked in the amounts and manner set out in any Order Form(s) and in accordance with this Agreement. Following the expiry of the Initial Term and any Renewal Period, the Fees are subject to change by BeeLiked at any time upon thirty (30) calendar days' written notice to you provided that in the event of any increase, You may terminate the Agreement by giving BeeLiked 30 days' notice in writing. All amounts due from You under this Agreement are due and payable in advance or at the intervals specified on any Order Form(s).

c. If a purchase order is required by You, You will provide BeeLiked with a valid purchase order within five days from the execution of the applicable Order Form. Any terms and conditions on any purchase order shall not be deemed a part of this Agreement or otherwise binding on BeeLiked.

d. BeeLiked will invoice You in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, Fees are due net thirty days from Client receipt of the invoice. You is responsible for providing BeeLiked with complete, accurate and up to date billing and contact information.

e. If any Fees are not received from You by the due date, then at BeeLiked’s discretion, such Fees may accrue late interest at the rate of 3.0% above Bank of England's base rate from time to time per annum, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

f. Except with respect to any Fees disputed in good faith by You, if any Fees, including any fees for the Platform or Team Time, are thirty or more days overdue, BeeLiked may, without limiting BeeLiked’s other rights and remedies, suspend the Services, the delivery of any Order Form, and/or Your use of the Platform, until such amounts are paid in full.

g. If an invoice amount is disputed in good faith by You, You must notify BeeLiked in writing and provide sufficiently detailed evidence of any invoice dispute within ten Business Days of Client receipt of invoice. If You fails to do so, You will be deemed to have waived its right to dispute that invoice and the invoice will be deemed accurate and valid. Nothing in this clause shall be deemed to waive Your obligation to pay any undisputed amounts in accordance with clause 11d.

h. The Fees are exclusive of any sales, value added or other taxes or duties which, if payable, shall be paid by You in full without set-off, withholding or deduction except any withholding which is required by law, in which case the sum payable by You in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, BeeLiked receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum it would have received had no such deduction or withholding had been made or required to be made.

12. Intellectual Property

a. The BeeLiked Service, Platform and BeeLiked Content are owned by either BeeLiked or its respective licensors or suppliers. Other than any pre-existing rights you may have in Client Content, you do not acquire and agree not to assert any rights (whether of ownership or otherwise), in the BeeLiked Service, Platform or BeeLiked Content.

b. You acknowledge and agree that BeeLiked may use and reproduce, and permit its clients to use and reproduce, any content uploaded to the Platform which is not owned by You or its licensors. Client confirms that it shall not bring infringement claims against BeeLiked or its customers for use of a Campaign idea used by you.

c. You acknowledge and accepts that BeeLiked may place a hyperlinked ‘powered by BeeLiked’ discrete logo on any web pages or apps it hosts on its servers. BeeLiked reserves the right to suspend hosting of pages or apps where this logo has been removed or obscured without prior written permission.

d. You own all right, title, in and to Your Content. You grant BeeLiked a non-exclusive, royalty-free, worldwide license, during the term of this Agreement, to use Your Content for the purposes of making the Campaign available on the BeeLiked Platform and providing the Services to You. Subject to clause 12b, BeeLiked does not acquire and agrees not to assert any ownership rights over any of Your Content.

e. You shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all Your Content.

13. Limitation of Liability and Disclaimer of Warranties

a. Subject to an SLA being agreed between the parties in writing (if any), BeeLiked makes available the Service, Platform and BeeLiked Content to you on an “as-is” and “as-available” basis. BeeLiked does not warrant that use of the Service will be uninterrupted, error-free, or secure. Use of the Service is entirely at the risk of You, the Users, and the Entrants.

b. BeeLiked is not responsible for any of Your Content or the Entrant Content nor shall it be responsible for any service or Third-Party Website linked to or from the BeeLiked Service or Platform. Such services shall be governed solely by terms and conditions of the relevant service provider.

c. SUBJECT TO CLAUSE 13f, TO THE FULLEST EXTENT PERMITTED BY LAW, BEELIKED HEREBY (i) DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE SERVICE, PLATFORM, BEELIKED CONTENT AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, TITLE, AND FITNESS FOR PURPOSE (AND NO CONTRARY COMMUNICATION MADE BY ANY REPRESENTATIVE OF BEELIKED SHALL CREATE A WARRANTY, REPRESENTATION OR CONDITION), AND (ii) DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED AS A RESULT OF USE OF OR RELIANCE UPON THE SERVICE, PLATFORM OR BEELIKED CONTENT.

d. SUBJECT TO CLAUSE 13f, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF BUSINESS, REVENUE, PROFIT OR DATA, INTERRUPTION OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO GOODWILL, LOSS OF OPPORTUNITY, OR FOR ANY SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, FLAGRANCY OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF THEORY OF LIABILITY, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF THE INNOCENT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

e. SUBJECT ALWAYS TO CLAUSES 13c, 13d AND 13f, BEELIKED'S TOTAL AGGREGATE LIABILITY IN CONTRACT (INCLUDING IN RESPECT OF ANY INDEMNITY), TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE FIRST DATE ON WHICH THE CLAIM AROSE.

f. NOTHING IN THIS AGREEMENT SHALL BE INTERPRETED AS LIMITING OR EXCLUDING EITHER PARTY'S LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER CLAIMS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Indemnification

a. You agree to defend, indemnify and hold harmless BeeLiked and its officers, directors, employees and agents (each a BeeLiked Indemnified Party) from and against any liability, damage, loss or cost (including without limitation reasonable legal fees, using counsel reasonably acceptable to the BeeLiked Indemnified Party) arising out of or related to (i) any unauthorised use of the Service, Platform, Your Content, the Entrant Content by You or any User; (ii) any breach of any of the provisions of this Agreement by You or any User; or (iii) any claim brought against a BeeLiked Indemnified Party for actual or alleged infringement of a third party's Intellectual Property.

b. You shall have the reasonable right to control the defense and settlement of any such claim, lawsuit or proceeding (subject to the right of the BeeLiked Indemnified Party to participate at its own expense and option) provided that You shall not settle any claim or action in a manner that would impose any obligation on a BeeLiked Indemnified Party without BeeLiked's prior written consent (which shall not be unreasonably withheld or delayed).

c. BeeLiked agrees to defend, indemnify and hold harmless You from and against any liability, damage, loss or cost (including without limitation reasonable legal fees) incurred by You as a result of any third party claim or action that permitted use of the Service, Platform or BeeLiked Content infringes that party’s Intellectual Property.

d. BeeLiked shall have the right to control the defense and settlement of any such claim, lawsuit or proceeding (subject to the right of You to participate at its own expense and option) provided that BeeLiked shall not settle any such claim, lawsuit or proceeding which would impose any obligation on You without Your prior written consent (which shall not be unreasonably withheld or delayed).

e. In no event shall BeeLiked be liable under the indemnity in clause 14c to the extent that the alleged infringement is based on or arises in connection with:

i. a modification of the Service or Platform by anyone other than BeeLiked; or

ii. usage of the Service or Platform in a manner contrary to the instructions given by BeeLiked; or

iii. continued use of the Service or Platform after BeeLiked or an appropriate authority notifies You of an alleged or actual infringement.

f. The foregoing states the entire liability of BeeLiked with respect to Intellectual Property right infringement and you expressly waive any other claims for indemnity from BeeLiked.

15. Availability of Customer Resources

You will make available to BeeLiked certain Client personnel, business information and other relevant information as reasonably required by BeeLiked in the performance of any Services hereunder or as specified in any applicable Order Form. You will ensure that competent personnel are available during normal working hours to provide information and other support to BeeLiked while providing Services. You acknowledges that the timeliness or provision of Services may be dependent on such Client personnel availability and cooperation.

16. Term of Agreement and Renewal

a. This Agreement commences on the Contract Start Date and will remain in effect until the earlier of (i) the expiration or termination of all Order Forms under this Agreement or (ii) the termination of this Agreement in accordance with clause 18 or clause 23 ("Contract Term").

b. Each Order Form shall commence on the Effective Date specified in the applicable Order Form and shall continue for the Initial Term, unless otherwise terminated in accordance with clauses 17 or 23 or extended in accordance with clause 16c. Subscriptions for the Platform shall commence on the date specified on the relevant Order Form or (if silent) on the date otherwise notified to You by BeeLiked.

c. Except as otherwise specified herein or in the applicable Order Form, at the end of the Initial Term (and at the end of each Renewal Period as the case may be) all subscriptions will automatically renew for additional periods of one year (each a "Renewal Period”) at the list price in effect at the time of renewal unless either party gives the other party written notice of non-renewal at least 60 days prior to the end of the applicable Initial Term or Renewal Period.

17. Termination of an Order Form

a. BeeLiked may terminate any one or more Order Form (with or without terminating this Agreement in its discretion) immediately on written notice:

i. in the event that You fail to pay any Fees due under or in connection with the relevant Order Form(s) on the due date for payment and you remain in default not less than fifteen (15) calendar days following written notification to make such payment;

ii. upon discovery of any willful or reckless or repeated breach of the provisions of an Order Form;

iii. in the event that You (1) take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with Your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business; (2) You suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business; (3) You suspend or threaten to suspend payment of Your debts, or you are or you are deemed to be unable to pay you debts as they fall due for payment, or You admit inability to pay Your debts or you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986; or (4) Your financial position deteriorates to such an extent that in BeeLiked's opinion your capability to adequately fulfil your obligations under an Order Form has been placed in jeopardy; or (5) an event occurs, or proceeding is taken, with respect to You in any jurisdiction to which you are subject that has an effect equivalent or similar to any event of the events mentioned in this clause 17aiii.

18. Termination of Agreement

a. Either party may terminate this Agreement immediately in writing in the event of a material breach by the other party if such breach remains uncured for a period of fifteen (15) calendar days following written notification to the party in breach.

b. BeeLiked may terminate the Agreement immediately on written notice:

i. in the event that You fail to pay any Fees due under or in connection with this Agreement or any Order Form on the due date for payment and you remain in default not less than fifteen (15) calendar days following written notification to make such payment;

ii. upon discovery of any willful or reckless or repeated breach of the provisions of this Agreement or any Order Form;

iii. in the event that You (1) take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with Your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of Your assets or ceasing to carry on business; (2) You suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of Your business; (3) You suspend or threaten to suspend payment of Your debts, or you are or you are deemed to be unable to pay Your debts as they fall due for payment, or you admit inability to pay your debts or you are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986; or (4) Your financial position deteriorates to such an extent that in BeeLiked's opinion Your capability to adequately fulfil your obligations under the Agreement or an Order Form has been placed in jeopardy; or (5) an event occurs, or proceeding is taken, with respect to You in any jurisdiction to which You are subject that has an effect equivalent or similar to any event of the events mentioned in this clause 18biii.

19. Effect of Termination

Upon expiry or termination of this Agreement for any reason:

a. Unless You are otherwise notified by BeeLiked in writing, all unexpired Order Forms shall immediately terminate.

b. All rights and subscriptions and licenses granted to You under this Agreement will immediately terminate and You will cease using, and shall procure that all Users immediately cease using, the Services.

c. BeeLiked shall not refund any portion of the Fees or other amounts already paid by You at the time of termination, save in the case of your termination for our uncured material breach. Where this Agreement is terminated for BeeLiked's uncured material breach you shall only be refunded the Fees that we have received from you under this Agreement in the 3 months immediately preceding the date of written notice to terminate.

d. You shall, at our request, return or certify that you have destroyed all copies or records of the BeeLiked Content together with any confidential or proprietary information relating to BeeLiked.

e. You shall immediately pay all outstanding unpaid invoices to BeeLiked (together with interest, if applicable) and in respect of any services provided but for which no invoice has been submitted, BeeLiked may submit an invoice which shall be payable immediately on receipt.

f. The rights and obligations under clauses 11, 13, 14a and b, 19, 20, 21, 22, 25 and 26 together with any payment obligations accrued prior to expiration or termination, shall survive the termination or expiration of this Agreement.

g. As long as You have paid all Fees owed to BeeLiked, if You make a written request within thirty days after termination or expiration of the Subscription Term, we will (at our option) provide You with a temporary access to the Platform to retrieve, or we will provide You with copies of, all Entrant Content then in our possession or control. If we provide You with temporary access to the account, we may charge a reactivation fee. We may withhold access to Entrant Content until You pay any Fees owed to BeeLiked. For the avoidance of doubt, we have no obligation to maintain or provide you the Entrant Content and we may from thirty days after termination or expiration, unless legally prohibited, delete all Entrant Content and all Your Content in our systems or otherwise in our control.

20. Confidentiality

a. Each party shall maintain the confidentiality of, and shall not disclose to any third party except as permitted by this clause 20, the other party's proprietary confidential information and sensitive information concerning the business, affairs, customers, clients or suppliers of the other party during the Subscription Term and for two (2) years after the date of the last disclosure.

b. These confidentiality obligations shall not apply to information: (i) lawfully in the public domain (not as a result of any unauthorised disclosure by the recipient); (ii) lawfully possessed by the recipient before disclosure by the other party; (iii) lawfully disclosed to a party by a third party without obligation of confidentiality; or (iv) independently developed by a party without reference to the other party's proprietary information and evidence can be provided of this on request.

c. Each party may disclose confidential or sensitive information relating to the other party to its employees, agents, subcontractors, and professional advisors who have a need to know such information for the purposes of exercising rights, or performing obligations, under this Agreement.

d. Each party may disclose confidential or sensitive information relating to the other party to the minimum extent required by law, or by an order of any court of competent jurisdiction, or by any regulatory, judicial, or governmental body of competent jurisdiction. Before a party discloses any confidential information pursuant to this clause 20d it shall, to the extent permitted by law, give the other party as much notice in writing of this disclosure as possible and shall consider any representations made by the other party.

e. Nothing in this Agreement shall prevent or impede or deter either party from making disclosures or reporting misconduct, wrongdoing or a serious breach of a regulatory requirement to an appropriate regulator or body; or reporting an offence to the police or a law enforcement body or co-operating with a criminal investigation or prosecution. Provided always that any disclosures made in accordance with the foregoing are strictly necessary for the purposes set out in this clause 20e.

21. Miscellaneous

a. Each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery, anti-corruption and anti-modern slavery and human trafficking, including the Bribery Act 2010 and Modern Slavery Act 2015.

b. If any provision or part-provision in this Agreement is held to be invalid, illegal or unenforceable, it shall be deleted and re-construed to reflect as closely as possible, its original intention, but all the remaining provisions of this Agreement shall remain in full force and effect.

c. You may not assign, transfer, declare a trust over the benefit of or otherwise dispose of this Agreement or any rights under it without BeeLiked's prior written consent. Nothing in this Agreement shall prevent BeeLiked from subcontracting the performance or delivery of the Professional Services or any other services provided under or in connection to this Agreement to a third party.

d. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or authorize 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).

e. This Agreement does not confer any rights on any person or party pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or any equivalent legislation in another jurisdiction.

f. We may modify any part or all of the Agreement by posting a revised version at http://beeliked/terms-conditions . The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification. If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at http://beeliked/terms-conditions will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination.

g. Any failure by BeeLiked to enforce performance of any provision of this Agreement shall not prevent it from subsequently doing so. Notwithstanding clause 11.g and 14f, no provision of this Agreement may be waived except in writing signed by the party waiving its rights.

h. Each party represents that it is not named on any UK government (or any other government) list of persons or entities prohibited from receiving exports or otherwise restricted from doing business with any UK company, and You will not access or use the Services in violation of any UK or international embargo, prohibition or restriction.

i. You grant BeeLiked the right to refer to trading and/or brand name and company logo(s) in BeeLiked's customer list and website.

22. Entire Agreement, Conflict & Counterparts

a. Save in the case of fraud or fraudulent concealment, this Agreement, including all schedules and addenda hereto and all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

b. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any schedule or addendum hereto or any Order Form, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Client purchase order(s) or other order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.

c. This Agreement may be executed in counterparts, each of which, when so executed and delivered (including by electronic transmission), shall be deemed an original, and both of which shall constitute one and the same agreement.

23. Force Majeure

BeeLiked shall not be in breach of this Agreement or otherwise liable to you for any delay in performance or non-performance under or in connection with this Agreement, or any individual Order Form, if such delay is due to any event or circumstance beyond its reasonable control including acts of God or nature; epidemic, pandemic or public health crisis; failure or shortage of power supplies; acts or omissions of government or other authorities or any telecommunications carrier, operator or administration or internet service provider; war; act of terrorism; riot; trade dispute; lock-out or labor disturbance. In the event that such an event or circumstance continues for a period of one month or more, then BeeLiked may terminate this Agreement or any individual Order Form with immediate effect by giving notice in writing to you.

24. Equitable Relief

Both parties agree that monetary damages alone might not be a sufficient remedy for any breach of this Agreement and acknowledge that an aggrieved party shall be entitled to seek injunctive relief as a remedy for any breach. Such remedy will not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies available at law or in equity to the aggrieved party.

25. Notices

a. BeeLiked may send notices under this Agreement to You using the address details specified in the Order Form (including, for the avoidance of doubt, any email address specified).

b. You shall send notices under this Agreement to BeeLiked as follows: ( by hand or post) FAO Legal Team, BeeLiked Media Ltd, 10 Ironmonger Lane, London EC2V 8EY; (by email): legal@beeliked.com; or to such other addresses as are notified to You from time to time.

c. Any notice given in connection with this Agreement shall be in writing and shall be delivered personally by hand, sent by email, or sent by pre-paid first-class post (airmail if posted to or from a place outside the United Kingdom)to the relevant address specified above.

d. A notice shall be deemed served (where sent by pre-paid first class post or airmail) on the second Business Day after posting, or(where sent by email) at the time of transmission, or (where served personally by hand) at the time the notice is left at the proper address.

e. This clause does not apply to the service of any proceedings or any documents in any legal action or other method of dispute resolution.

26. Applicable Law; Venue

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).