THE KYB LIMITED
TERMS OF USE

4. Intellectual Property

4.1. All Intellectual Property Rights in the Qualifying Services and the Documentation belong to, and shall remain vested in, the Provider, and the Client shall have no rights in or to the Software, the Documentation, or the Services other than the right to use them in accordance with the terms of this agreement.

4.2. This Agreement does not grant the Client any rights to, or in, whether registered or unregistered, any patents, copyright, database right, trade secrets, trade names, trademark, or any other rights or licences in respect of the Services or the Documentation.

4.3. The Client agrees that it will not:

a. modify, copy, decompile, disassemble, or reverse engineer, or cause any other party to modify, copy, decompile, disassemble, or reverse engineer Provider’s software, technology, and/or other services;

b. sublicense any of Provider’s Intellectual Property Rights to third parties or sell, resell, rent, sublicense, or lease the Services to third parties;

c. otherwise violate the license grant or restrictions set forth herein;

d. use the Services to store or transmit malicious code;

e. interfere with or disrupt the integrity or performance of the Services, Provider’s operations, or third-party’s data contained therein, either directly or using third party technology;

f. alter, copy, move, or delete any tags or codes placed as part of the Services;

4.4. Misappropriate any of Provider’s software, technology, or other services;

4.5. Use, permit, enable, or assist any third party to use the Services to create competing products or services.

4.6. All rights not expressly licensed to the Client herein are reserved by the Provider including, without limitation, all ownership and proprietary rights in Provider’s technology and the Services.

4.7. The Client acknowledges and agrees that Client’s rights, in and to, Provider’s Intellectual Property Rights including its technology and Services are limited to the license rights set forth herein.

4.8. The Client shall never claim ownership or proprietary rights in Provider’s technology or Services.

4.9. All Intellectual Property Rights in any Customizations designed, developed, or implemented in accordance with the Agreement between parties shall always be the exclusive property of the Provider.

4.10. The Client is not permitted to change or modify Provider's Intellectual Property Rights. Without limiting the foregoing, in the event of any change, modification, extension, or correction thereof, the Client hereby irrevocably assigns to Provider by way of present and future assignment with full title guarantee, any and all rights it may be deemed to have in any such change, modification, extension, or correction, and agrees to execute all documents necessary to implement and effect such assignment.

4.11. To the extent that the Client is unavailable or unwilling to execute such documents then the Client hereby appoints the Provider as its attorney in fact for the purpose of executing the forgoing assignment(s).

4.12. The Client shall not:

a. misappropriate any of the Provider’s software, technology, or other services;

b. use, permit, enable, or assist any third party to use the Services to create competing products or services; or

c.use or modify any of Provider’s Intellectual Property Rights unless otherwise agreed to by the Provider in a signed writing.

5. Additional Client Obligations

5.1. Subject to any contrary written agreement between the parties, the Client shall be obligated to furnish the Provider, or ensure procurement for the Provider, with necessary cooperation, assistance, advice, and pertinent information and documentation, as may be reasonably required from time to time to ensure compliance with all relevant laws, including but not limited to data protection laws.

5.2. The Client shall be responsible for ensuring that the Client Systems are in a state of compatibility with or capable of supporting the Qualifying Services. Furthermore, the Client shall diligently maintain compliance with the requirements of ANNEX-A in all material aspects throughout the Term, except for any modifications mutually agreed upon and documented in writing by the Provider.

5.3. The Client shall not, under any circumstances, white-label, resell, or pass off the Qualifying Services without express written agreement with the Provider which may be subject to due discussions and negotiations.

5.4. The Client shall:

a. as required by the Applicable Laws, provide notice to third parties about how data will be used and shared with the Provider and its downstream processors;

b. obtain and maintain valid consents for Provider to process third party data as required for use by the Provider in Client’s privacy policy or as otherwise required;

c. not use the Services for unlawful, obscene, offensive, or fraudulent content or activity, such as sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights;

d. be responsible for its employees, consultants, and agents that use the Qualifying Services;

e. use the Qualifying Services in compliance with all Applicable Laws.

6. Service Fee

6.1. For and in consideration of the performance of stipulated services by the Provider in accordance with the terms and conditions agreed upon, Client agrees to pay to the Provider a Service Fee.

Term

7.1. This Agreement shall continue in full force and effect on the Effective Date mentioned in the SO and shall automatically renew for a period equivalent to the Term unless terminated in accordance with the provisions herein for a period specified in the SO unless terminated earlier under the terms of this Agreement.

8. Payments

8.1. The Client agrees to pay fees set forth in the SO in accordance with the payment terms set out in this Agreement and SO.

8.2. The Fee will be invoiced as set forth in the applicable SO according to the agreed Payment Method which the Client shall pay to the Provider within a period of seven (7) days following the issue of an invoice by the Provider.

8.3. The Client hereby acknowledges and agrees that, in the event of pre-paid billing, any residual or unprocessed funds remaining in the Client's account on the final day of each Term shall be subject to automatic expiration upon the conclusion of said Term.

8.4. The Client explicitly acknowledges and accepts that:

a. no reimbursement or credit shall be forthcoming in relation to such unused or unprocessed balance, and

b. no provision shall be made for the transfer of any residual or unprocessed balance into any extended Term or subsequent agreement/arrangement with the Provider, unless the Client pays twenty-five percent (25%) of the unused or unprocessed balance (this percentage of the amount will not be added to the rolled-over amount).

8.5. In the event that the Client fails to remit the amount owed to the Provider in accordance with terms of this Agreement, for any reason whatsoever, including situations where an invoice dispute arises between either party, the Provider is entitled to take the following actions:

a. The Provider may impose a per annum interest charge of ten (10) percent above the prevailing base rate set by the Bank of England, compounded daily until the date of actual payment, and further compounded at the end of each calendar month.

b. The Provider may pursue interest and statutory compensation from the Client as permitted by the Late Payment of Commercial Debts (Interest) Act 1998.

c. The Provider may suspend the provision of Services until such time as the Client fulfils their payment obligations, including any outstanding charges and accrued interest, or until a written resolution has been mutually agreed upon by the parties.

8.6. The Client acknowledges that any suspension does not absolve or diminish their responsibility to settle any outstanding Charges.

9. Representations and Warranties

9.1. Each party, in good faith, represents and warrants to the other party that, to the best of its knowledge:

a. The undersigned signatory executing this Agreement on behalf of the party possesses the legal authority and right to execute this Agreement;

b. This Agreement does not presently and will not in the future conflict with any other agreement previously executed by the party; and

c. The party holds full ownership rights (or possesses valid and proper licensing rights) to all its Brands, which are essential to grant the licenses as stipulated in this Agreement.

Subject to the foregoing provisions, and to the maximum extent permitted by the relevant laws, both parties disavow all affirmations and assurances, explicit or implied, concerning or related to this Agreement, encompassing but not restricted to any implied provisions pertaining to satisfactory quality, suitability for a specific purpose, and reasonable prudence and expertise. The Provider does not offer any guarantees, assurances, or affirmations regarding the utilization, outcomes of utilization, or advantages of the services, or any information provided under this Agreement, unless expressly stipulated herein. No personnel of the Provider is authorized to augment, alter, or include any provisions that would alter or exclude representations, warranties, and other conditions in this Agreement. In the event of any breach of the representations and warranties set forth in this Agreement (except for any fraudulent misrepresentation), the sole and exclusive responsibility of the breaching party shall be to exert commercially reasonable efforts to promptly rectify such breach.

9.2. The Provider hereby affirms and warrants to the Client that:

a. The Provider shall adhere to all pertinent legal and regulatory mandates that pertain to the exercise of the Provider's rights and the fulfilment of the Provider's obligations as stipulated in the Agreement.

b. The Platform shall incorporate security measures that align with the requisites of sound industry practices.

c. The Qualifying Services, when utilized by the Client in accordance with the terms outlined in the Agreement, shall not contravene any laws, statutes, or regulations enforceable under English law, and shall not violate the Intellectual Property Rights of any individual in any jurisdiction and under any applicable law.

9.3. The Client acknowledges and agrees to the following:

a. The utilization of the Qualifying Services is undertaken solely at the Client's own risk. The Provider makes no representations or warranties that the Qualifying Services will fully meet the Client's requirements or that the operation of the Qualifying Services will be uninterrupted or error-free.

b. The Qualifying Services and all related elements are provided "as is" and "as available," with all faults, and without any form of warranty. The Provider expressly disclaims all warranties and conditions, whether express, implied, or statutory, including but not limited to implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of third-party rights. Any oral or written information or advice provided by the Provider, or its Affiliate shall not constitute a warranty, whether express or implied.

c. The Client acknowledges that complex software is inherently susceptible to defects, errors, bugs, and security vulnerabilities. Notwithstanding any other provisions of the Agreement, the Provider does not warrant or represent that the Qualifying Services will be completely secure or entirely free from defects, errors, and/or bugs, nor that such defects will be promptly corrected by the Provider.

d. The Qualifying Services are designed and intended to be compatible solely with the software and systems explicitly specified as compatible in the Qualifying Services Specification. The Provider does not warrant or represent that the Qualifying Services will be compatible with any other software or systems.

e. The Provider may not be able to ensure absolute 100% accuracy in results or adhere strictly to a verification time. Figures may exhibit slight variations due to delays in the verification process resulting from heavy website traffic or the clarity of the verification document.

f. The payment of fees shall be independent of the utilization or abstention from the Qualifying Services, and all fees, once agreed upon, are obligatory, non-reimbursable, non-revocable, and non-cancellable, except as otherwise stipulated in the relevant SO.

g. The Client acknowledges having had the opportunity to seek autonomous legal counsel concerning the execution of this Agreement, and further acknowledges having read and comprehended the entirety of this Agreement. The Client is signing this Agreement of their own free will and volition, without coercion or undue influence from the Provider or any other party.

i. The Client warrants to the Provider that the Client Personal Data, when used by the Provider in accordance with the Agreement, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

9.4. The Client hereby acknowledges that in light of the disclosure of Personal Data belonging to its consumers or end-users to the Provider for the purpose of processing, the Client affirms and warrants its exclusive responsibility to obtain or secure explicit consent from its consumers or end-users. Additionally, the Client undertakes to ensure full compliance with all relevant data protection laws before transmitting the aforementioned Personal Data to the Processor. In such an event, the Client shall establish and diligently enforce a privacy policy that aligns with the requirements of the data protection laws.

9.5. All warranties and representations made by the parties regarding the subject matter of this Agreement are explicitly contained within the four corners of the Agreement.

10. Confidentiality

10.1. The parties acknowledge and mutually consent that, in the course of negotiating and executing this Agreement, each party may have had or may currently have access to, or may have been or may be exposed to, either directly or indirectly, privileged or Confidential Information belonging to the other party. Such Confidential Information includes, but is not limited to, trade secrets, computer programs and code, scripts, algorithms, features and modes of operation, inventions (whether patentable or not), methodologies, techniques, processes, schematics, testing procedures, software design and architecture, design and function specifications, analysis and performance data, documentation, particulars of its products and services, as well as names and expertise of, and information pertaining to, vendors, employees, consultants, customers and prospects, know-how, ideas, and technical, business, pricing, financial, and marketing information and strategies, and any other information that the recipient party should reasonably recognize as confidential.

10.2. Both parties shall:

a. keep the other party’s Confidential Information strictly confidential using the same degree of care to protect the other party’s Confidential Information as that party uses to protect its own Confidential Information of a similar nature;

b. not disclose the other party’s Confidential Information to any person without that other party’s prior written consent, and even then, only under conditions of confidentiality approved in writing by the party whose Confidential Information is being disclosed;

c. act in good faith at all times in relation to the other party’s Confidential Information; and

d. not use any of the other party’s Confidential Information except for the purpose it was divulged to the receiving party.

10.3. In the context of this Agreement, the Receiving Party shall have the right to divulge the Confidential Information of the Disclosing Party to its officers, employees, professional advisers, insurers, agents, and subcontractors, provided that such disclosure is necessary for the proper execution of their duties in relation to this Agreement. Moreover, the aforementioned recipients must be subjected to a written agreement or a duly executed non-disclosure agreement, imposing an obligation upon them to uphold and safeguard the confidentiality of the disclosed Confidential Information.

10.4. This Clause does not impose any obligations regarding a party's Confidential Information if the following conditions are met:

a. The Confidential Information is available to a party from a source that is not bound by a confidentiality agreement pertaining to the Confidential Information and has never been bound by such an agreement.

b. At the time of disclosure or thereafter, the Confidential Information is lawfully obtained from publicly available sources that are generally known by the public, except when such availability results from a disclosure by the receiving party or its representative.

c. The party has independently acquired or developed the Confidential Information without violating its obligations under this Agreement or any applicable law or has obtained the information from a third party in circumstances where there is no reason for the other party to believe that an obligation of confidentiality has been breached.

10.5. The provisions stipulated within Clause 10 shall not be binding in instances where the disclosure of Confidential Information is mandated by applicable laws or regulations, any judicial or governmental decree or request, or due to the disclosure obligations pertaining to the inclusion of either party's stock on any recognized stock exchange.

10.6. Upon the termination of the Agreement, both parties shall expeditiously desist from utilizing the Confidential Information of the other party. Within a period of five (5) Business Days subsequent to the receipt of a written request for termination from the other party, the pertinent party shall proceed to either obliterate or return, at the option of the other party, all forms of media, be it tangible or intangible, containing the Confidential Information of the other party, and shall also undertake the deletion or destruction of the said Confidential Information belonging to the other party.

10.7. The provisions of this Clause 10 shall continue in force indefinitely following the termination of the Agreement.

10.8. The parties are hereby bound to refrain from making any public disclosures concerning the Agreement or its substance (including but not limited to press releases, public announcements, and marketing materials) unless they have obtained the Provider's express written consent, subject to the condition that such consent shall not be withheld or unduly delayed without reasonable justification.

11. Use of Material

11.1. Upon obtaining written consent from the other party, each party shall be permitted to utilize the other party's name, trade name, trademark, and icons (hereinafter collectively referred to as the "Brands") for specific marketing and promotional endeavours, subject to mutual agreement. Any utilization of a party's Brands by the other party shall accrue to the exclusive advantage of the owning party of said Brands and said owning party shall possess the sole entitlement to register its Brands. Nevertheless, notwithstanding the foregoing, the Client hereby agrees that the Provider may use the Client's Brands for the stated purposes.

12. Third Parties’ Services

12.1. The Client hereby grants explicit consent to the incorporation of the Qualifying Services with Third Party Services for the purpose of furnishing a comprehensive array of Qualifying Services.

12.2. The Provider retains the right to unilaterally terminate, suspend, or restrict any integration of Third-Party Services at its sole discretion, without the need for prior notice.

12.3. The Client acknowledges that the incorporation of Third-Party Services may involve the transmission of Client Data from the Qualifying Services to the respective Third Party Services.

13. Data Protection and Processing

13.1. Each party shall adhere to all applicable data protection laws concerning the processing of Personal Data under the terms of this Agreement. The Provider shall process the Client Data solely based on the documented instructions provided by the Client, as stipulated in the Agreement or any other written document mutually agreed upon by the parties.

13.2. Notwithstanding any other provision in this Agreement, the Provider may process the Client Data if and to the extent required by applicable law. In such circumstances, the Provider shall notify the Client of the legal obligation before proceeding with the processing, except where such notification is prohibited by the relevant law on substantial grounds of public interest.

13.3. The Client assures the Provider that it possesses the legal right to disclose all Personal Data to the Provider under or in connection with this Agreement. Moreover, the Client shall only provide the Provider with Personal Data of data subjects falling within the categories and types specified in the SO, and the Provider shall process such data solely in accordance with the purposes specified in this Clause.

13.4. The Provider shall limit the processing of Client Data to the duration of the Term and for a period not exceeding thirty (30) days following the conclusion of the Term, subject to the other provisions set forth in this Clause.

13.5. The Provider shall take appropriate measures to ensure that individuals authorized to process Personal Data have committed themselves to maintaining confidentiality or are bound by appropriate statutory obligations of confidentiality.

13.6. The Provider and the Client shall each employ appropriate technical and organizational measures to ensure a suitable level of security for the Client Data, including those measures specified in this Clause.

13.7. As of the Effective Date, the Client hereby authorizes the Provider to engage third-party processors for the processing of Client Data. The Provider shall notify the Client at least fourteen (14) days in advance of any planned changes pertaining to the addition or replacement of any third-party processor. In the event that the Client objects to such changes prior to their implementation, the Client reserves the right to terminate this Agreement by providing the Provider with written notice at least seven (7) days before the intended changes take effect. Such notice must be given within seven (7) days following the date the Provider informed the Client of the intended changes. The Provider shall ensure that each third-party processor is bound by legal obligations equivalent to those imposed on the Provider.

13.8. The Client acknowledges that the Client Data may be transferred outside the European Economic Area (EEA) in connection with the execution of this Agreement. The Client shall obtain appropriate consents, if necessary, from any user(s) or end-user(s) to authorize such potential transfers. Additionally, the Provider may require a separate data processing agreement to be executed with the Client as and when mandated by applicable data protection laws.

13.9. The Provider shall assist the Client in ensuring compliance with obligations concerning the security of processing Personal Data, notification of Personal Data breaches to the supervisory authority, communication of Personal Data breaches to data subjects, data protection impact assessments, prior consultation regarding high-risk processing, and fulfilment of the Client's obligations to respond to requests exercising a data subject's rights under data protection laws.

13.10. At the Client's discretion, the Provider shall delete or return any or all of the Client’s Personal Data and shall erase any existing copies, except to the extent that applicable law mandates the storage of said Personal Data. The Client may also delete such data at any time through the Account.

13.11. In the event that any amendments or anticipated modifications to the data protection laws lead to the non-compliance of one or both parties with respect to the processing of Personal Data as stipulated in the Agreement, the parties shall expeditiously employ their utmost efforts to mutually consent to any requisite variations to the Agreement aimed at rectifying said non-compliance.

14. Indemnity

14.1. In the event of any breach by the Client, the Client shall be obligated to indemnify and hold the Provider harmless against all liabilities, damages, losses, costs, and expenses, including but not limited to legal expenses and reasonable settlement amounts paid to resolve legal claims, which may directly or indirectly arise as a consequence of said breach. Additionally, the Client shall:

a. Furnish the Provider with any necessary assistance reasonably requested by the Provider.

b. Grant the Provider exclusive authority to handle all disputes, proceedings, negotiations, and settlements with third parties, as and when required by the Provider; and

c. Refrain from admitting liability to any third party or settling any disputes or proceedings involving a third party without prior written consent from the Provider. It is explicitly stated that the Provider's obligation to indemnify the Client shall not apply unless the Client complies with the stipulations set forth in this Clause.

15. Force Majeure

15.1. In the event that a Force Majeure Event occurs, resulting in the failure or delay of either party to fulfil any obligation under the Agreement (excluding any payment obligations), such obligation shall be temporarily suspended for the duration of the Force Majeure Event.

15.2. If a party becomes aware of a Force Majeure Event that causes or is likely to cause a failure or delay in fulfilling any obligation under the Agreement, said party must promptly notify the other party and provide an estimate of the expected duration of such failure or delay.

15.3. In the case where a party's performance of its obligations under the Agreement is affected by a Force Majeure Event, the party must take reasonable measures to minimize the impact of the Force Majeure Event.

15.4. Notwithstanding any Force Majeure Event, the Client is still obligated to make the agreed-upon payments specified in the Agreement.

16. Termination

16.1. Subject to all other provisions contained in this Agreement, the present contract shall become fully effective and enforceable as of the Effective Date, and its duration shall extend throughout the specified Term. Furthermore, absent any termination in accordance with the stipulations set forth herein, the Agreement shall automatically renew for a period equal to the Term upon its expiration.

16.2. In the event that either party wishes to terminate the Agreement, written notice of termination must be provided at least thirty (30) days prior to the intended termination date.

16.3. Either party retains the right to terminate the Agreement for cause (hereinafter referred to as "Termination for Cause") by delivering written notice to the other party within seven (7) days of a breach of the Agreement. The party delivering such notice shall also specify in the notice a reasonable remedy for the breach, with a timeframe of fourteen (14) days for the party in breach to address and rectify the said breach. Failure of the affected party to deliver such notice within seven (7) days or failure of the party in breach to remedy the breach within the stated fourteen (14) day period shall result in the automatic termination of the Agreement.

16.4. In the event that either party becomes bankrupt, insolvent, or takes any action towards bankruptcy or insolvency, the Agreement shall be immediately terminated upon written notice by the other party.

17. Non-Solicitation

17.1. During the Term following the termination thereof, the Client shall not, without the prior written consent of the Provider, engage, employ, or solicit for engagement or employment any employee, subcontractor, or any other personnel associated with the Provider who has been involved in any manner, directly or indirectly, in the negotiation or performance of the Agreement. Notwithstanding the foregoing, it is mutually agreed upon by both parties that each party may publicly advertise job opportunities in the ordinary course of business, and any such advertisement and any resulting employment or engagement shall not constitute a violation of the restrictions set forth herein.

18. Amendment/Variation

18.1. The Agreement shall remain unalterable, and no modifications or amendments shall be valid unless executed through a written instrument duly signed by or on behalf of both the parties.

19. Notices

19.1. All communications and notifications required or permitted under this Agreement shall be documented in writing, irrespective of whether expressly referred to as "written notice" in this Agreement.

19.2. Any communication or notification made by either party in relation to this Agreement shall be transmitted via email, using the contact details provided by each party, subject to updates communicated in writing to the other party.

19.3. Upon receipt of a notice sent via email from the other party, the receiving party shall promptly acknowledge its receipt via email, and in any event, within two (2) Business Days

20. Governing Law and Jurisdiction

20.1. Agreement shall be subject to and interpreted in conformity with the laws of England and Wales.

20.2. In the event of any dispute concerning this Agreement, the courts of England and Wales shall possess sole and exclusive jurisdiction to adjudicate such matters.

21. Severability

21.1. Each covenant and provision within this Agreement shall be considered severable, distinct, and separate. In the event that any covenant or provision of this Agreement, either in whole or in part, is found to be unenforceable, such determination shall not impact or diminish the validity or enforceability of any other covenant or provision in this Agreement.