BUSINESS SERVICE AGREEMENT

This Subscriber Agreement (hereinafter “the Agreement”) is between your company (hereinafter referred to as the “Subscriber”) and Womtip Limited (hereinafter referred to as the “Company”) a company registered in England and Wales (company registration number 9343992) whose registered office is Montrose House, Clayhill Park, Neston, Cheshire, CH64 3RU, United Kingdom.

  1. THE SERVICE


    The Company will provide the Subscriber with a website and account to view analytics, manage email alerts and customise and download promotional materials in relation to womtip (the “Service”). The Subscriber’s sign-up and registration for the Service shall be deemed to be agreement by the Subscriber to abide by all the terms and conditions of this Agreement.
  2. ACCOUNT


    To create an Account, Subscribers must link at least one Facebook place page (the 'Place') to their account to qualify to use the Service. The Subscriber must be a registered administrator of the Facebook page that manages the Place.
  3. TRIAL PERIOD


    The Company agrees to provide the Service to the Subscriber on a 1 month trial period during which time the Company will not charge the Subscriber.
  4. TERM


    The term of this Agreement is ongoing. This includes the Trial Period during which time the Subscriber is not required to pay for the Service. Thereafter, this Agreement shall automatically renew the subscription each month unless the subscriber cancels this Agreement or the Company notifies the Subscriber that it desires to terminate the Agreement. Any decision to renew and/or allow this Agreement to expire is entirely within Company’s discretion.
  5. TERMINATION OF SERVICE AGREEMENT


    The Subscriber can cancel this Agreement at any time during the free trial period and no fees will be applied. The Subscriber can also choose to cancel the Agreement thereafter however the Company will not refund the monthly subscription fee for the current month. Upon termination of the Agreement, the Subscriber, and all users accessing the Service using the Subscriber account, will be suspended access to the Service for the period after the current monthly contract expires during which time the Subscriber will have the option to reactivate their account by renewing their subscription. If the Subscriber does not opt to reactivate their account, the Company will retain all data in the Subscriber account to give the Subscriber a further option to reactivate their account. Any monthly subscription fees required to reactive the Subscriber account will be payable at that time.
  6. SERVICE ACCESS AND AVAILABILITY


    The Company shall be solely responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third-party access charges incurred while using the Service. The Company aims to provide a 24/7/365 service however it does not warrant that the Service will have 100% service availability and uptime reliability. If the Service experiences a downtime, the Subscriber will be entitled to a rebate of the monthly subscription fee equal to the reported downtime as a percent of the total monthly uptime. The rebate will be applied to the next due monthly subscription fee. The Subscriber must send proof such downtime within 5 days of the occurrence however the Company shall not be liable for any rebates for planned outages or software upgrades in which Company provides at least 24 hours advanced notice.
  7. SECURITY


    The Subscriber shall notify Company immediately of any unauthorised use of its account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by Subscriber) or any other breach of security. Company will not be liable for any loss or damage arising from Subscriber’s failure to comply with these requirements
  8. PROPRIETARY SOFTWARE AND LICENSE


    The Subscriber acknowledges, and agrees, that the Service uses proprietary software (the “Software”) owned or licensed by the Company, and the Subscriber is being granted an individual, limited, non-exclusive, non-transferable license to use the Software subject to the terms and conditions of this Agreement. The Subscriber acknowledges, and agrees, that the Subscriber, its employees and agents, are expressly prohibited, directly or indirectly, from attempting to discover the source code, underlying algorithms, or technology of the Software; renting, leasing, selling, assigning, or transferring rights to the Software; modifying or making derivative works based on the Software; or using the Software in any service bureau or timeshare capacity. The Subscriber acknowledges, and agrees, that Company retains exclusive ownership throughout the world of its Software, including portions or copies, and all rights not expressly granted to the Subscriber are reserved by Company.
  9. USE RESTRICTIONS


    The Subscriber may not use the Service for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such list. The Subscriber agrees not to transmit, or permit Subscriber’s employees to transmit, through the Service any unlawful, harassing, libelous, abusive, threatening, vulgar, obscene or otherwise reasonably objectionable material of any kind. The Subscriber agrees to only use the Service for purposes authorized herein, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include (without limit) storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. The Subscriber agrees to defend, indemnify and hold the company harmless against any claim or action that arises from the subscriber's use of the service in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herin.
  10. SUBSCRIBER DATA


    Company warrants that all data inputted into the Service by the Subscriber (Subscriber Data), or its agents, is and shall remain the exclusive property of the Subscriber. The Subscriber acknowledges, and agrees, that Subscriber shall remain solely responsible for the accuracy, integrity, reliability, quality, and legality, of Subscriber Data, and the Company shall not be held accountable or liable for any correction, deletion, loss, destruction, or failure to store any such Subscriber Data. All Subscriber Data is considered confidential. The Company will not share, rent, sell, trade or otherwise disclose any personally identifiable information or Subscriber identifiable information. The Company may, however, in its sole discretion disclose to third parties that Subscriber Data which is not personally identifiable. The Company shall use all reasonable efforts to protect the Subscriber’s data and conduct data backups.
  11. RELATIONSHIP OF PARTIES


    The Company, in providing the Services, is acting as an independent service provider and does not undertake by this Agreement or otherwise to perform any regulatory or contractual obligation of the Subscriber. Company has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Company under this Agreement.
  12. OWNERSHIP


    The Company, in providing the Services, is acting as an independent service provider and does not undertake by this Agreement or otherwise to perform any regulatory or contractual obligation of the Subscriber. Company has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Company under this Agreement.
  13. INDENIFICATION


    1. Subscriber shall indemnify, hold harmless and, at no expense to Company, defend Company and Company’s affiliates (if any), and its and their respective directors, officers, employees, and authorized agents and other representatives (each a “Company Indemnified Party”) from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneys’ fees and costs) (collectively, “Third-Party Claims”), arising from, or related in any manner whatsoever to:
      1. any actual or alleged breach of this Agreement, or violation of applicable law, by Subscriber; or
      2. any actual or alleged infringement or other violation of a third-party’s intellectual property rights by Subscriber.

    2. The right of Company (“Indemnified Party”) to indemnification and/or a defense (collectively, “Indemnity”) hereunder by the Subscriber (“Indemnifying Party”) shall be conditioned on the following:
      1. The Indemnified Party must give the Indemnifying Party prompt written notice of the Third-Party Claim, for which it is seeking Indemnity, although the Indemnified Party’s failure to provide such prompt notice will not relieve the Indemnifying Party of any obligation or liability under this Section except to the extent the Indemnifying Party has been materially prejudiced by such failure;
      2. The Indemnifying Party shall have sole control of the defense and any settlement or other resolution of such Third-Party Claim with legal counsel of the Indemnifying Party’s choice, so long as the representation is zealous, legal counsel is reputable, there is no conflict of interest in representing the Indemnified Party, and the Indemnified Party is recognized as the client of legal counsel.
      3. The Indemnified Party shall at all times fully cooperate with, and at the Indemnifying Party’s expense, provide such assistance as reasonably requested by the Indemnifying Party, in connection with any investigation or defense of such Third-Party Claim; and
      4. The Indemnified Party shall not enter into any settlement, compromise or other resolution of such Third-Party Claim, without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld or delayed.

    3. Notwithstanding anything to the contrary herein, no compromise or settlement of any such Third-Party Claim may be committed to by the Indemnifying Party without the Indemnified Party’s prior written consent, unless:
      1. it includes a full discharge and release of liability for the Indemnified Party; and
      2. it involves no admission or commitment by or on behalf of the Indemnified Party other than the payment of money to be fully indemnified hereunder by the Indemnifying Party

    4. As used herein, “affiliate” means any and all parties, who directly, or indirectly through one (1) or more intermediaries, control, are controlled by, or are in common control with, either party hereto.
  14. GENERAL

    1. Governing Law

      This Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales as they apply to agreements entered into and to be performed by the Parties herein.
    2. Entire Agreement

      This Agreement shall constitute the entire agreement between the Parties and will supersede all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. The Parties shall not be bound or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings not specifically set forth in this Agreement. This Agreement has been carefully drafted and the Parties are convinced that this document completely and clearly expresses their intentions. Further, the Parties place great value on the quick and inexpensive resolution of any dispute that may arise between them concerning this contract or the subject hereof. Therefore, the parties agree that:
      1. all disputes concerning this Agreement or the subject matter hereof shall be resolved as provided herein;
      2. this Agreement constitutes the sole agreement among the Parties, and supersedes any and all prior or contemporaneous oral or written agreements, promises, or understandings among them, pertaining to the matters contemplated in this Agreement;
      3. no express or implied representations, warranties, or inducements have been made by any party to any other party except as set forth in this Agreement;
      4. this Agreementmay not be amended, added to, or altered except by a writing duly executed by each of the Parties hereto, as set forth herein;
      5. no parole or extrinsic evidence whatsoever may be introduce or considered in any judicial or arbitration proceeding involving this agreement, for any purpose, including to interpret, explain, clarify, or add to this Agreement, except in any instance in which a provision is found in whole or in part to be invalid, illegal or unenforceable and subject to severability and the arbitrator or court undertakes to re-write or construe the severed provision as closely as possible to conform to the intent of the Parties.
    3. Severability

      Each of the provisions of this Agreement (and each part of each such provision) is severable from every other provision hereof (and every other part thereof). In the event that any provision (or part thereof) contained in this Agreement or the application thereof to any circumstance shall be invalid, illegal or unenforceable, in whole or in part, and to any extent:
      1. the validity, legality or enforceability of such provision (or such part thereof) in any other jurisdiction and of the remaining provisions contained in this Agreement (or the remaining parts of such provision, as the case may be) shall not in any way be affected or impaired thereby;
      2. the application of such provision (or such part thereof) to circumstances other than those as to which it is held invalid, illegal or unenforceable shall not in any way be affected or impaired thereby;
      3. if possible, such provision (or such part thereof) shall be construed or re-written as closely as possible to conform to the intent of the parties, in which instance parole or extrinsic evidence may be considered to do so
      4. if not susceptible to such construction, such provision (or such part thereof) shall be severed from this Agreement and ineffective to the extent of such invalidity, illegality or unenforceability in such jurisdiction and in such circumstances; and (v) the remaining provisions of this Agreement (or the remaining parts of such provision, as the case may be) shall nevertheless remain in full force and effect.