WhitelistNow Limited, 5 Great College Street, Westminster, London SW1P 3SJ (Registered Number: 06927842) (“WhitelistNow”) has issued these terms and conditions (“Conditions”).

These Conditions apply to:

(a) the entire contents of the Website (as defined in Condition 1.1 below);
(b) any correspondence between us and you; and/or
(c) the supply to Customers (as defined in Condition 1.1 below) by us of the Services and Documentation (as defined in Condition 1.1 below).

Please read these Conditions carefully before using the Website and/or subscribing to the Website. You should understand that by using the Website and/or subscribing to the Website, you agree to be bound by these Conditions.

You should print a copy of these Conditions for future reference.

By accessing any part of the Website, you shall be deemed to have accepted these Conditions in full regardless of whether or not you are a Customer or whether you choose to register with us. If you do not accept these Conditions in full, you must leave the Website immediately.

1 DEFINITIONS

1.1 In these Conditions unless otherwise stated:

• “Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation;
• “Business Day” means any day which is not a Saturday, a Sunday or a public holiday in England;
• “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Condition 14.5;
• “Connected Person” means (in relation to a person) any officer, director, employee, shareholder or agent of such person;
• “Contract” means the contract between WhitelistNow and a Customer for the provision by WhitelistNow of the Services following the purchase by the Customer of a User Subscription, subject to these Conditions;
• “Customer” means any person or organisation who purchases a User Subscription;
• “Customer Data” means the data inputted by the Customer, Authorised Users, or WhitelistNow on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services;
• “Documentation” means the documents made available to the Customer by WhitelistNow online via http://whitelistnow.zendesk.com or such other web address notified by WhitelistNow to the Customer from time to time which set out the user instructions for the Services;
• “Effective Date” means the date the Contract starts in accordance with Condition 9;
• “Initial Subscription Term” means an initial Contract term of one (1) calendar month or twelve (12) calendar months depending on the User Subscription purchased;
• “Loss” means any loss or damage including, without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data or contracts whether in tort (including, without limitation, negligence), contract or otherwise;
• “Normal Business Hours” means 8.00 am to 6.00 pm local UK time, each Business Day;
• “Renewal Period” means the period described in Condition 17.1;
• “Services” means the subscription services provided by WhitelistNow to the Customer under these Conditions via http://www.WhitelistNow.com or any other website notified to the Customer by WhitelistNow from time to time, as more particularly described in the Documentation;
• “Software” means the online software applications provided by WhitelistNow as part of the Services;
• “Subscription Fees” means the subscription fees payable by the Customer to WhitelistNow for the User Subscriptions;
• “Subscription Order” means an order made by you to purchase a User Subscription;
• “Subscription Term” means the term described in Condition 17.1;
• “Tax” means all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK, US or any other jurisdiction, and any penalty, fine, surcharge, interest, charges or costs relating thereto;
• “User Subscriptions” means the user subscriptions purchased by the Customer pursuant to Condition 9 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Conditions.
• “Subscription Order” means an order made by you to purchase a User Subscription to the Website;
• “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
• “we” or “us” or “our” (as the context permits) means, without limitation, WhitelistNow and its Connected Persons;
• “Website” means the website under the domain name website http://www.WhitelistNow.com;
• “you” means, without limitation, any individual or organisation that accesses the Website and, where the context allows, means both an individual that accesses the Website and the organisation (if any) in connection with which the individual is accessing the Website;

1.2 singular words shall include the plural and vice versa; and

1.3 headings are included for convenience only and shall not affect the construction or interpretation of these Conditions.

2 USER SUBSCRIPTIONS

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with Condition 9, the restrictions set out in this Condition 2 and the other Conditions, WhitelistNow hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.2 By placing a Subscription Order through the Website, you warrant that:

2.2.1 you are legally capable of entering into binding contracts; and

2.2.2 you are at least 18 years old, if ordering as a natural person.

2.3 In relation to the Authorised Users, the Customer undertakes that:

2.3.1 the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

2.3.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

2.3.3 each Authorised User shall keep a secure password for his use of the Services and Documentation and that such password shall be kept confidential.

2.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

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

2.4.2 facilitates illegal activity;

2.4.3 depicts sexually explicit images;

2.4.4 promotes unlawful violence;

2.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

2.4.6 causes damage or injury to any person or property;

2.5 and WhitelistNow reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Condition.

2.6 The Customer shall not:

2.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(a) and except to the extent expressly permitted under these Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

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

2.6.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.6.3 use the Services and/or Documentation to provide services to third parties; or

2.6.4 subject to Condition 23.6, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

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

2.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WhitelistNow.

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

3 ACCESS TO THE WEBSITE AND REVISIONS TO THESE CONDITIONS

3.1 You may access some areas of the Website without being a Customer. Certain areas of the Website are open only to Customers. If you wish to purchase a User Subscription, please complete the Subscription Order details at http://www.whitelistnow.com/register/.

3.2 We may revise these Conditions at any time by updating them. You should check the Website from time to time to review the current Conditions, because they are binding on you. Certain provisions of these Conditions may be superseded by expressly designated legal notices or terms located on particular pages of the Website.

4 SERVICES

4.1 WhitelistNow shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these Conditions.

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

4.2.1 planned maintenance; and

4.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that WhitelistNow has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

4.3 WhitelistNow will, as part of the Services and at no additional cost to the Customer, provide the Customer with WhitelistNow’s standard customer support services during Normal Business Hours. The Customer may purchase enhanced support services separately at WhitelistNow’s then current rates.

5 CUSTOMER DATA

5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for WhitelistNow to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by WhitelistNow. WhitelistNow shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by WhitelistNow to perform services related to Customer Data maintenance and back-up).

5.3 WhitelistNow shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data. The Privacy Policy is available at http://www.whitelistnow.com/privacy/ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by WhitelistNow in its sole discretion.

5.4 If WhitelistNow processes any personal data on the Customer’s behalf when performing its obligations under these Conditions, the Customer shall be the data controller and WhitelistNow shall be a data processor and in any such case:

5.4.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and WhitelistNow’s other obligations under these Conditions;

5.4.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to WhitelistNow so that WhitelistNow may lawfully use, process and transfer the personal data in accordance with these Conditions on the Customer's behalf;

5.4.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

5.4.4 WhitelistNow shall process the personal data only in accordance with the terms of these Conditions and any lawful instructions reasonably given by the Customer from time to time; and

5.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

6 THIRD PARTY PROVIDERS

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. WhitelistNow makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not WhitelistNow. WhitelistNow recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. WhitelistNow does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7 SUPPLIER’S OBLIGATIONS

7.1 WhitelistNow undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking in Condition 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to WhitelistNow's instructions, or modification or alteration of the Services by any party other than WhitelistNow or WhitelistNow's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, WhitelistNow will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Condition 7.1. Notwithstanding the foregoing, WhitelistNow:

7.2.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and

7.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3 These Conditions shall not prevent WhitelistNow from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Conditions.

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

8 CUSTOMER’S OBLIGATIONS

The Customer shall:

8.1 provide WhitelistNow with:

8.1.1 all necessary co-operation in relation to these Conditions; and

8.1.2 all necessary access to such information as may be required by WhitelistNow;

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

8.3 comply with all applicable laws and regulations with respect to its activities under these Conditions;

8.4 carry out all other Customer responsibilities set out in these Conditions in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, WhitelistNow may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.5 ensure that the Authorised Users use the Services and the Documentation in accordance with these Conditions and shall be responsible for any Authorised User’s breach of these Conditions;

8.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for WhitelistNow, its contractors and agents to perform their obligations under these Conditions, including without limitation the Services;

8.7 ensure that its network and systems comply with the relevant specifications provided by WhitelistNow from time to time; and

8.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to WhitelistNow’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

9 HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

9.1 Any Contract that you enter into will be with WhitelistNow.

9.2 Your Subscription Order constitutes an offer to WhitelistNow to buy a User Subscription. After placing a Subscription Order, WhitelistNow will send an e-mail to the e-mail address provided by you stating whether or not the order has been accepted and, if accepted, whether payment has been successfully processed. The e-mail will provide information on how to use the Services through the username and password provided by you. All Subscription Orders are subject to acceptance by WhitelistNow, and the Contract will only be formed when payment has been successfully processed.

9.3 It is solely your responsibility to provide us with a correct and working e-mail address for you when you place a Subscription Order. Subject to Condition 16, WhitelistNow will not be liable under any circumstances should you fail to receive any e-mail sent by WhitelistNow to an e-mail address that you have provided.

10 YOUR RIGHTS TO CANCEL AND TERMINATE

10.1 Once you have purchased a User Subscription, if you decide that you wish to cancel your purchase, you may only do so provided that you serve notice on WhitelistNow stating that you wish to cancel your purchase within sixty (60) days of purchase.

10.2 If you cancel the purchase of a User Subscription in accordance with Condition 10.1, we shall make arrangements to return the Subscription Fee to you within thirty (30) days of receipt of the notice stated in Condition 10.1.

10.3 Once you have purchased a User Subscription, if you decide that you wish to terminate your User Subscription, you may do so at any time by following the instructions on the ‘My Account’ section of the Website. Once you have successfully applied to terminate your User Subscription, you will no longer be able to use the Services. If you purchase a monthly User Subscription you will be charged each month until you exercise this right of termination.

11 PAYMENT BY YOU OF THE SUBSCRIPTION FEE

11.1 It is a condition of the Contract that you agree to pay the Subscription Fee (including Tax where applicable) to WhitelistNow.

11.2 We reserve the right to change the amount of the Subscription Fee from time to time. The current Subscription Fee for any Subscription at any given time should be displayed on the Website. In the unlikely event that, due to a technical error, the amount of the Subscription Fee on the Website is incorrect, we will notify you as soon as we reasonably can. You will then be entitled to choose between receiving a refund of the monies that you have paid to us (in which case you will not be able to use the Services) or to pay the balance of the Subscription Fee to WhitelistNow.

11.3 The Customer shall when making a Subscription Order provide to WhitelistNow valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details required and, if the Customer provides its credit card details to WhitelistNow, the Customer hereby authorises WhitelistNow to bill such credit card:

11.3.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

11.3.2 subject to Condition 17.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period.

11.4 All amounts and fees stated or referred to in the Conditions:

11.4.1 shall be payable in US dollars;

11.4.2 are, subject to clause 16.5.2, non-cancellable and non-refundable;

11.4.3 are exclusive of Tax, which shall be added to WhitelistNow's invoice(s) at the appropriate rate.

12 OUR RIGHTS TO STOP PROVIDING THE SERVICES AND DOCUMENTATION TO YOU

12.1 Subject to Condition 12.3, and Condition 23.1 WhitelistNow will make the Services and Documentation available to you via the Website from the time payment has been successfully processed until the earlier of:

12.1.1 the expiry of the remaining period of access already paid for under your User Subscription following your notifying us via the ‘My Account’ section of the Website that you wish to terminate your User Subscription; or

12.1.2 the expiry of your User Subscription.

12.2 On the occurrence of the earlier of the events stated in Condition 12.1 we will suspend your access to the Services and Documentation. If you wish to access the Services and Documentation again after such suspension, you will need to purchase another User Subscription.

12.3 We reserve the right to stop providing the Services and Documentation to you and/or terminate the Contract immediately in the event that you breach any of your obligations under the Contract.

12.4 If we exercise the right stated in Condition 12.3, we will notify you by e-mail, telephone or post.

13 PROPRIETARY RIGHTS

13.1 The Customer acknowledges and agrees that WhitelistNow and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Conditions do not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

13.2 WhitelistNow confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Conditions.

14 CONFIDENTIALITY

14.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Conditions. A party's Confidential Information shall not be deemed to include information that:

14.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

14.1.2 was in the other party's lawful possession before the disclosure;

14.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

14.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

14.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

14.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Conditions.

14.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Conditions.

14.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

14.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute WhitelistNow's Confidential Information.

14.6 WhitelistNow acknowledges that the Customer Data is the Confidential Information of the Customer.

14.7 This Condition 14 shall survive termination of a Contract, however such termination arises.

15 INDEMNITY

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

15.1.1 the Customer is given prompt notice of any such claim;

15.1.2 WhitelistNow provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

15.1.3 the Customer is given sole authority to defend or settle the claim.

15.2 WhitelistNow shall, subject to Condition 15.5, defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

15.2.1 WhitelistNow is given prompt notice of any such claim;

15.2.2 the Customer provides reasonable co-operation to WhitelistNow in the defence and settlement of such claim, at WhitelistNow's expense; and

15.2.3 WhitelistNow is given sole authority to defend or settle the claim.

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

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

15.4.1 a modification of the Services or Documentation by anyone other than WhitelistNow; or

15.4.2 the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by WhitelistNow; or

15.4.3 the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from WhitelistNow or any appropriate authority.

15.5 The foregoing states the Customer's sole and exclusive rights and remedies, and WhitelistNow's (including WhitelistNow’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

16 LIMITATION OF LIABILITY

16.1 This Condition 16 sets out the entire financial liability of WhitelistNow (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

16.1.1 any breach of these Conditions;

16.1.2 any use made by the Customer of the Services and Documentation or any part of them;

16.1.3 the Website;

16.1.4 any Contract (including, without limitation, the provision by you of an incorrect e-mail address); or

16.1.5 the use, inability to use, or the results of use of the Website any websites linked to the Website or the material on such websites, including, without limitation, Loss due to:

16.1.5.1 the acts or omissions of any person (including without limitation Customers) whether or not found by or introduced to you through the Website or any websites linked to the Website; or

16.1.5.2 viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website; or

16.1.6 any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions.

16.2 Further to Condition 16.1, WhitelistNow makes no recommendation whatsoever in respect of any person whether or not found by or introduced to you through the Website or any websites linked to the Website.

16.3 Except as expressly and specifically provided in these Conditions:

16.3.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. WhitelistNow shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to WhitelistNow by the Customer in connection with the Services, or any actions taken by WhitelistNow at the Customer's direction;

16.3.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and

16.3.3 the Services and the Documentation are provided to the Customer on an "as is" basis.

16.4 Nothing in these Conditions excludes the liability of WhitelistNow:

16.4.1 for death or personal injury caused by WhitelistNow's negligence; or

16.4.2 for fraud or fraudulent misrepresentation.

16.5 Subject to Condition 16.3 and Condition 16.4:

16.5.1 WhitelistNow shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions; and

16.5.2 WhitelistNow's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

16.6 If your use of material on the Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

16.7 We neither represent nor warrant that the Services or Documentation will be compatible with or operate with the software or hardware on your computer.

16.8 In the event that you either enable cookies or download certain publicly accessible software to ensure that your computer is capable of accessing the Services or Documentation, you do so at your own risk.

16.9 Additional charges may be payable to third parties for use of the software necessary to receive the Services or Documentation. You are responsible for paying these charges.

17 TERM AND TERMINATION

17.1 A Contract shall, unless otherwise terminated as provided in this Condition 17, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, a Contract shall be automatically renewed for successive periods of 1 calendar month (if the Initial Subscription Term was 1 calendar month) or 12 calendar months (if the Initial Subscription Term was 12 calendar months) (each such period a “Renewal Period”), unless:

17.1.1 either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case a Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

17.1.2 otherwise terminated in accordance with these Conditions;

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

17.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate a Contract without liability to the other if:

17.2.1 the other party commits a material breach of any of these Conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

17.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

17.2.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

17.2.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

17.2.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

17.2.6 the other party ceases, or threatens to cease, to trade; or

17.2.7 there is a change of control of the other party within the meaning of section 840 of the Income and Corporation Taxes Act 1988; or

17.2.8 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

17.3 On termination of a Contract for any reason:

17.3.1 all licences granted under these Conditions shall immediately terminate;

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

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

17.3.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

18 WEBSITE PERMISSIONS

18.1 You are permitted to print, cut, copy and paste written extracts from the Website for your own use on the following basis:

18.1.1 no documents or related graphics on the Website are modified in any way;

18.1.2 no graphics on the Website are used separately from the corresponding text; and

18.1.3 WhitelistNow's copyright, trade mark notices (if any) and this permission notice appear in all copies.

18.2 Unless otherwise stated, or in the public domain, the copyright and other intellectual property rights in all material on the Website (including, without limitation, photographs and graphical images) are owned by WhitelistNow or its licensors. For the purposes of these Conditions, any use of extracts from the Website other than in accordance with Condition 18.1 for any purpose is prohibited. If you breach any of the Conditions, your permission to use the Website automatically terminates and you must immediately destroy any printed, cut, copied or pasted extracts taken from the Website.

18.3 Subject to Condition 18.1, no part of the Website may be downloaded, or reproduced or stored in any other website or included in any public or private electronic retrieval system or service without WhitelistNow's prior written permission.

18.4 The downloading, reproduction, storage or copying of any audio or video material on the Website is expressly prohibited.

18.5 Any rights not expressly granted in these Conditions are reserved.

19 SERVICE ACCESS

19.1 While WhitelistNow endeavours to ensure that the Website is normally available 24 hours a day, WhitelistNow shall not be liable if for any reason the Website is unavailable at any time or for any period.

19.2 Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond WhitelistNow's control.

20 VISITOR MATERIAL AND CONDUCT

20.1 Other than personally identifiable information, which is covered under our Privacy Policy http://www.whitelistnow.com/privacy/, any material you transmit or post to the Website shall be considered non-confidential and non-proprietary. WhitelistNow shall have no obligations with respect to such material. WhitelistNow and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

20.2 You are prohibited from posting or transmitting to or from the Website any material:

20.2.1 that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

20.2.2 for which you have not obtained all necessary licences and/or approvals; or

20.2.3 which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

20.2.4 which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

20.3 You may not misuse the Website (including, without limitation, by hacking).

20.4 WhitelistNow shall fully co-operate with any law enforcement authorities or court order requesting or directing WhitelistNow to disclose the identity or locate anyone posting any material in breach of Condition 20.2 or Condition 20.3.

21 LINKS TO AND FROM OTHER WEBSITES

21.1 Links to third party websites (including, without limitation, third party retailers) on the Website are provided solely for your convenience. If you use these links, you leave the Website. WhitelistNow has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. WhitelistNow therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

21.2 If you would like to link to the Website, you may only do so on the basis that you link to, but do not replicate, the home page of the Website, and subject to the following conditions:

21.2.1 you do not remove, distort or otherwise alter the size or appearance of the WhitelistNow logo;

21.2.2 you do not create a frame or any other browser or border environment around the Website;

21.2.3 you do not in any way imply that WhitelistNow is endorsing any products or services other than its own;

21.2.4 you do not misrepresent your relationship with WhitelistNow nor present any other false information about WhitelistNow;

21.2.5 you do not otherwise use any WhitelistNow trade marks displayed on the Website without express written permission from WhitelistNow;

21.2.6 you do not link from a website that is not owned by you; and

21.2.7 your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

21.3 WhitelistNow expressly reserves the right to revoke the right granted in Condition 21.2 for breach of these Conditions and to take any action it deems appropriate.

21.4 You shall fully indemnify WhitelistNow for any loss or damage suffered by WhitelistNow or any of its group companies for breach of Condition 21.2.

22 DISCLAIMER

22.1 Whilst we endeavour to ensure that the information on the Website is correct, WhitelistNow does not warrant the accuracy and completeness of any of the material on the Website. We may make changes to the material on the Website and Subscription Fees and other prices described on the Website at any time without notice. The material on the Website may be out of date, and WhitelistNow makes no commitment to update such material.

22.2 The material on the Website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the fullest extent permitted by law, we provide you with the Website on the basis that WhitelistNow excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for these Conditions, might have effect in relation to the Website.

23 MISCELLANEOUS

23.1 WhitelistNow shall have no liability to the Customer under a Contract if it is prevented from or delayed in performing its obligations under a Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of WhitelistNow or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

23.2 A waiver of any right under a Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

23.3 Unless specifically provided otherwise, rights arising under a Contract are cumulative and do not exclude rights provided by law.

23.4 If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

23.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

23.6 The Customer shall not, without the prior written consent of WhitelistNow, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under a Contract.

23.7 WhitelistNow may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under a Contract.

23.8 Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23.9 These Conditions do not confer any rights on any person or party (other than the parties to a Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

23.10 Any notice or communication under these Conditions shall be in writing and shall be delivered personally or sent by post or facsimile or e-mail (in your case) to the postal or e-mail address given by you when you make your Subscription Order and (in our case) to WhitelistNow Limited, 476A Garratt Lane, Earlsfield, London, SW18 4HJ or by e-mail to contact@whitelistnow.com or to such other address as may be notified in writing. Proof of posting or dispatch of any notice or communication shall be deemed to be proof of receipt:

23.10.1 in the case of registered mail, four Business Days after having been posted;

23.10.2 in the case of a facsimile or e-mail on the day following despatch.

23.11 These Conditions 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.

23.12 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 these Conditions or its subject matter or formation (including non-contractual disputes or claims).

 

Issue Date: 21 July 2010