SHOW CLOUD - GENERAL TERMS

In consideration of you agreeing to abide by the terms of this Licence and payment in full of the charges as set out in the Order (Fee), the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.

You may receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by us from time to time.

You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.

You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

We shall be entitled to use Your logo for the purposes of performing our obligations under this Licence and also to promote the Software.

You understand that the data of other users will be populating the data hub created by Us and can be aggregated for future use in the ongoing development of the Software.

We warrant that:

• (a)the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the specification from Us as set out in the Order (the “Specification”); and
• (b)that We will provide Documentation (in a format to be determined by Us from time to time) that correctly describes the operation of the Software, for a period of 30 days from the date of supply of the Software (Warranty Period).

If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

The warranty does not apply:

• (a)if the defect or fault in the Software results from you having altered or modified the Software;
• (b)if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.

You shall pay us the licence fees as set out in the Order.

All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which You shall be responsible.

For UK customers, monthly fees are to be made via Direct Debit mandate collected by GoCardless Ltd, 338-346 Goswell Road, London, EC1V 7LQ on behalf of Show Cloud or via debit / credit card. For non-UK customers, we will supply details of other payment arrangements.

If You fail to make any payment due to Us under this agreement by the due date for payment, then You shall pay interest on the overdue amount at the rate of 8% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

As a business customer, we only supply the Software and Documentation to You for internal use by your business, and you agree not to use the Software or Documentation for any re-sale purposes.

We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

• (a)loss of profits, sales, business, or revenue;
• (b)business interruption;
• (c)loss of anticipated savings;
• (d)loss or corruption of data or information;
• (e)loss of business opportunity, goodwill or reputation; or
• (f)any indirect or consequential loss or damage.

Other than the losses set out in condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the licence fee paid by You to Us for the preceding 12 month period. This maximum cap does not apply to condition 6.5.

Nothing in this Licence shall limit or exclude our liability for:

• (a)death or personal injury resulting from our negligence;
• (b)fraud or fraudulent misrepresentation;
• (c)any other liability that cannot be excluded or limited by English law.

Except as expressly and specifically provided in this Licence:

• (a)You assume sole responsibility for results obtained from the use of the Software and the Documentation by You, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Us by You in connection with the Software, or any actions taken by Us at the Your direction;
• (b)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 this Licence; and
• (c)the Software and the Documentation are provided to You on an "as is" basis.

This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

This Licence shall, unless otherwise terminated as provided in this condition 7, commence on the commencement date and shall continue for the Term as set out in the Order, unless otherwise terminated in accordance with the provisions of this Licence; thereafter it may be extended by mutual agreement of the parties.

Either party may terminate this Licence immediately by written notice if the other party commits a material or persistent breach of this Licence (including non-payment of any fees due) which is not remedied (if remediable) within 14 days after the service of written notice requiring the other party to do so.

Upon termination for any reason:

• (a)all rights granted to you under this Licence shall cease;
• (b)you must cease all activities authorised by this Licence.

The Software shall be installed on a server provided by Us, as set out in the Order, and as detailed in the Specification (Hosting Services).

In relation to the number of users licensed (Licenced Users) to access the Software:

• (a)Your access to the Hosting Services shall be limited to the number of Licensed Users set out in the Order logged into the Software at any one time, such users all being employees or independent contractors of You;
• (b)You shall maintain a written list of current Licensed Users of the Software, and You shall provide such list to Us as may be reasonably requested by us from time to time;
• (c)You shall ensure that each Licensed User keeps a secure password for his use of the Software;
• (d)We may audit the Software regarding the username for each Licensed User; and
• (e)if such audit reveals that passwords have been provided to individuals who are not Licensed Users, and without prejudice to Our other rights, You shall promptly disable such passwords and shall not issue any new passwords to such individuals.

In the event that the Hosting Services supplied Us are provided by a third party, You acknowledge and agree that We are not responsible for any failure of such third party to provide the Hosting Services and You are bound by, and shall comply with, any terms and conditions required by the third party as disclosed to You beforehand. As at the date of the Order, the selected Hosting Services shall be provided by WebFusion, whose terms and conditions are available at webfusion.co.uk/terms- and-conditions/web-hosting/. We reserve the right to use any third-party provider to host the Software.

Hosting costs shall be set out in the Order and We reserve the right to vary the Hosting costs from time to time on 21 days’ written notice to You, provided that should you reject such cost variation you shall have the right to terminate this Licence.

Additional third-party Hosting services, including site back-ups, can be requested from Us from time to time and shall be charged at a rate confirmed to You in writing prior to commencement of the services.

In the event that specific support (“Support Services”) are required by you over and above those provided under the terms of this Licence, such Support Services shall be chargeable at our standard hourly rate as confirmed to You in writing prior to the commencement of the services. Support Services shall be provided in accordance with the provisions of the Service Level Agreement set out at Appendix 1 of this Licence.

If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to The Show Cloud at The Vine, High Street, Stockbridge, Hampshire, SO20 6HF, United Kingdom or email [support@showcloud.com]. We will confirm receipt of this by contacting you in writing, normally by e-mail.

If we have to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in the Order.

Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.

You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

This Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence or any document expressly referred to in it.

If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

This Licence, its subject matter and its formation are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.

We shall provide support during office hours, which are Monday – Friday 9.00am – 6pm, except bank holidays. For outside of these support hours of operation, You can contact us via support@showcloud.com.

If You at any time discover any fault with the Software you shall immediately notify Us.

We shall use our reasonable endeavours to ensure that any notified fault is corrected within the category time scales referred to below:

You acknowledge that We may provide a temporary, practical work around solution (as opposed to a permanent fix) for a fault; if We do provide a temporary work-around solution We will however use Our reasonable endeavours to provide a permanent fix as soon as possible thereafter.