You Agree To Be Bound By These Terms for Provision of Services by StreamOnline Ltd Between You (“Client”) and StreamOnline Ltd Limited whose registered office is 16 Wakehurst Road Eastbourne BN22 7FL UK, registered Co. No. 10033204 (“StreamOnline Ltd”)

StreamOnline Ltd and Client have agreed that:

A. In consideration for the mutual undertakings and commitments contained below and for other good and valuable consideration set out in the Service Order, Estimate and/or Statement of Work
B. StreamOnline Ltd will provide to Client and Client will use the Services under the terms of this Agreement.

1. DEFINITIONS

1.1 “Acceptable Use Policy” (“AUP”) means StreamOnline Ltd’s guidelines for the acceptable use of StreamOnline Ltd’s content delivery network, software and all other services provided by StreamOnline Ltd for customers, service partners, and all other users of the StreamOnline Ltd network and services.

1.2 “Accepted” means a written acceptance without qualification by an authorised representative of the relevant Party.

1.3 “Change of Control” means the occurrence of any of the following events: (i) an acquisition of Client by another entity by means of any transaction or series of related transactions, or (ii) a sale of all or substantially all of the assets of Client, if in either case Client’s owners immediately prior to such transaction will, immediately after such transaction, hold less than 50% of the voting power of the surviving or acquiring entity.

1.4 “Client/End User Materials” means equipment, software or materials supplied or made available to StreamOnline Ltd by Client or an End User in connection with the Services.

1.5 “Confidential Information”
1.5.1 includes but is not limited to:
1.5.1 any non-public information of either Party relating to its business activities, financial affairs, technology, marketing or sales plans that is disclosed to, and received by, the other Party pursuant to this Agreement;
1.5.1.2 the terms and pricing of this Agreement;
1.5.1.3 data concerning Client traffic, services or users other than Client that would allow a third party to identify the Client or End User or correlate the usage data to Client or End User.
1.5.2 shall not include information which:
1.5.2.1 is or becomes public knowledge through no breach of this Agreement by the receiving party;
1.5.2.2 is received by recipient from a third party not under a duty of confidence, or;
1.5.2.3 is conclusively demonstrated to be already known or is independently developed by the receiving party without use of the Confidential Information.

1.6 “Days” means calendar days unless otherwise indicated.

1.7 “Effective Date” means the date of Acceptance of a Quotation/Estimate.

1.8 “End User” means Client’s subscribers, distributors, members, end-users, customers or any other third parties who utilise or access the Services under the terms of this Agreement.

1.9 “Overage” means in this context usage in excess of any pre-agreed quantity or rate.

1.10 “StreamOnline Ltd’s Network” means the content delivery network , the purpose of which is to maximise aggregate capacity, global reach and redundancy for Services provided to Client and comprising the StreamOnline Ltd network and all contractual network partners of StreamOnline Ltd.

1.11 “StreamOnline Ltd Equipment” means any equipment, mechanism or software driven or facilitated process or platform including but not limited to web servers, streaming servers, FTP servers, routers, switches, network equipment, and similar items required or utilised to provide Services.

1.12 “StreamOnline Ltd’s technology” means StreamOnline Ltd’s proprietary technology, including the Services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, trade secrets and any related intellectual property rights throughout the world and also including any derivatives, improvements, enhancements or extensions of StreamOnline Ltd technology conceived, reduced to practice, or developed during the currency of this Agreement by either Party that are not uniquely applicable to Client.

1.13 “Quotation/Estimate” means a proposal for Services and Fees from StreamOnline Ltd to Client which, if accepted by Client, becomes a Service Order.

1.14 “Services” means network capacity and services, a system for content delivery, hardware, software for rich/various media content management and storage and media delivery as detailed in any Service Order or Statement of Work

1.15 “SLA” means any service level agreement entered into for the provision of Services between StreamOnline and Client, the latest version of which is included herewith.

1.16 “Service Order” means a Quotation which has been Accepted by Client, and which specifies Services to be performed and Fees to be charged by StreamOnline Ltd by reference to a Statement of Work.

1.17 “Statement of Work” means a specification of Services to be performed by StreamOnline Ltd and Fees to be charged for such Services which has been Accepted by both StreamOnline Ltd and Client and incorporated into any SLA

1.18 “Taxes” means any applicable UK, foreign, or local taxes and charges assessed or payable in connection with the Services, including, without limitation, all governmental excise, use, sales, value-added and other fees, or other similar surcharges and levies, but excluding any taxes based on StreamOnline Ltd’s income.

2. SERVICES

2.1 StreamOnline Ltd will provide Services as described in a Service Order and/or Statement of Work.

2.2 StreamOnline Ltd shall not be bound by any Quotation/Estimate not Accepted by Client.

2.3 Client, Client’s distributors and any End User shall be wholly responsible for any software and content displayed or distributed by Client or Client’s customers using StreamOnline Ltd’s Services.

2.4 StreamOnline Ltd’s Acceptable Use Policy (“AUP”) as amended by StreamOnline Ltd from time to time and accessible on request shall apply to use of the Services by Client and each End User and is a part of this Agreement, and restricts the use of the Services by Client, Client’s distributors and End Users.

2.5 Restrictions & Alterations
2.5.1 Temporary Interruptions to Services
If StreamOnline Ltd determines that any Client or End User Material is adversely affecting StreamOnline Ltd’s Services (including but not limited to network traffic, security, user care, client software) other than unscheduled increase in user traffic then StreamOnline Ltd may block from user access, impose technical restrictions upon and/or disable such part or all of the adverse Client/End User Material for such periods and to such an extent as StreamOnline Ltd shall in its sole discretion deem necessary and reasonable to restore StreamOnline Ltd’s Services
2.5.3 StreamOnline Ltd reserves the right to limit Client’s bandwidth utilisation in the event of force majeure events, such as war, natural disaster, terrorist attack, or a denial of service attack resulting in extraordinary levels of traffic on StreamOnline Ltd’s network.
2.5.2 Government Regulations
Neither Client, Client’s distributors nor End Users shall export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the United Kingdom in connection with the Services without first complying with all export control laws and regulations which may be imposed by the UK Government and any country or organisation of nations within whose jurisdiction Client, the End User or StreamOnline Ltd operates or does business.
2.5 3 Performance
Client acknowledges and any End User will be deemed to accept that:
2.5.3.1 StreamOnline Ltd does not own or control the local circuit link, leased co-location space, leased space crossconnects, Internet Service Provider partners providing connectivity to StreamOnline Ltd, other networks outside of the connectivity to StreamOnline Ltd or its Internet Service Provider partners, or the “Internet”, nor is StreamOnline Ltd responsible for performance (or non-performance) by or within such networks or within non-StreamOnline Ltd operated interconnection points between the connectivity and other networks.
2.5.3.2 StreamOnline Ltd exercises no control over and will have no responsibility or liability of any kind for any content or data transmitted or maintained by Client or End Users using the Services or any information or material accessible upon, or actions taken on the Internet
2.5.4 StreamOnline Ltd will notify any changes to any SLA terms by notifying the Client by email and continued use of the Services by the Client for ten (10) working days after such posting and notice shall constitute and be deemed to be acceptance by Client of any such revised SLA terms.

3. FEES AND PAYMENT

Billing

3.1 StreamOnline Ltd shall invoice Client for the Services in advance at the rate and on the timescale and bases and assuming the minimum committed bandwidth specified in the applicable Service Order or Statement of Work.

3.2 Any non-recurring charges, administration fees, service deposits, or other initial fees shall be invoiced and shall be payable immediately after acceptance.

3.3 Where payment is made monthly Services will be invoiced and payable in advance for the remainder of the month during which the Services are installed and activated together with the next following (1) month.

3.4 All fees and charges will be payable by Client for the duration of the Term, regardless of whether Client actually uses the Services and even if StreamOnline Ltd is unable to deliver the Services if due to any delay in payment or other reason caused by Client.

3.5 Client will be liable to pay for the full agreed cost of any streaming provided as part of the Services irrespective of actual or any under usage and for any charges for Overage in each case at the full rates specified in the Service Order or Statement of Work or SLA.

3.6 StreamOnline Ltd reserves the right to charge Client additional fees should more than 5% of the Client’s transactions on the StreamOnline Ltd content delivery network be comprised of erroneous transactions.

Payment

3.7 Client shall promptly pay all fees and charges (“Fees”) within fourteen (14) days of invoice date or within any other time period specified in the Service Order or Statement of Work.

3.8 Payment shall be remitted to StreamOnline Ltd at its principal offices via its bank account, unless otherwise notified in writing by StreamOnline Ltd.

3.9 StreamOnline Ltd may, at any time, at its sole discretion:
3.9.1 modify the payment terms;
3.9.2 require a deposit or other acceptable form of security for payment;
3.9.3 apply a late charge equal to the lesser of 1.5% per month on the unpaid balance or the highest rate recoverable under applicable law;
3.9.4 require Client to provide a service deposit or other form of security to guarantee payment for the Services;
3.9.5 change or modify the Fees upon giving not less than thirty (30) days’ advance written notice to Client who may within that notice period give thirty (30) days written notice to StreamOnline Ltd to terminate this Agreement without penalty.

3.10 Where Client payment is to be made by Recurring Payment Authorisation, including but not limited to Standing Order, Direct Debit, and Pre-Authorised Credit/Debit Card, a charge of £15 will be made by StreamOnline Ltd for each and any failed payment in order to cover additional administration costs caused by the failure of the payment transaction.

4. INTELLECTUAL PROPERTY

4.1 Subject to the terms and conditions of this Agreement, Client hereby grants, and shall cause End User to grant, to StreamOnline Ltd the right to use, reproduce, distribute, display and perform the content and data of Client and End User Materials to the extent reasonably necessary to enable it to provide Services under this Agreement.

4.2 Subject only to any license(s) expressly granted by StreamOnline Ltd to Client by these terms , StreamOnline Ltd retains all right, title, and license to all intellectual property rights associated with the StreamOnline Ltd Services and StreamOnline Ltd Technology, including any intellectual property developed or acquired during the course of this Agreement.

4.3 In the event of a copyright registration, or trademark or patent application of any Derivative Work, Client shall at its own costs and expense provide reasonable assistance to StreamOnline Ltd to secure for its benefit intellectual property protection, including, without limitation, assistance in the preparation and filing of any patent or trademark applications, and/or copyright registrations, and the execution of all applications, assignments or other instruments for perfection or protection of title.

4.4 This Agreement does not constitute a license to StreamOnline Ltd to use, modify or distribute Client/End User Materials by StreamOnline Ltd or any third party.

5. CONFIDENTIALITY

5.1 Except as expressly permitted by, or reasonably required to achieve the purposes and commercial objectives of this Agreement neither Party shall, without the prior written consent of the other Party, disclose any Confidential Information of the other Party during the Term of this Agreement and for two (2) years following its expiration or termination.

5.2 Each Party shall take all reasonable precautions to protect Confidential Information directly disclosed to it by the other Party, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information.

5.4 Notwithstanding the foregoing, a party to this Agreement may disclose Confidential Information to the extent required:
5.4.1 to any consultants, contractors, and counsels who have a need to know in connection with this Agreement provided they have executed a reasonably protective and appropriate non-disclosure agreement with the party by whom disclosure is to be made, or
5.4.2 by operation of law, or by a court or governmental agency, or if necessary in any proceeding to establish the rights or obligations of either party under this Agreement provided the disclosing party shall, unless legally prohibited, provide the non-disclosing Party with reasonable prior written notice sufficient to permit the nondisclosing Party an opportunity to contest such disclosure.
5.4.3 If a Party commits, or threatens to commit, a breach of this section, the other Party shall have the right to seek injunctive relief from a court of competent jurisdiction. Client shall cause each of its distributors and End User to be bound by the provisions of this Section 5 to the same extent as if such third party were a Party to this Agreement.

6. WARRANTIES

6.1 StreamOnline Ltd provides only the warranties expressly set forth in the SLA, in relation to the provision by it of Services under this Agreement and no other warranties of any kind, whether written or oral, express, implied, contractual, statutory, or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular use or purpose, title, interference, non- infringement, reliability timelines, continuous operation of the services, security of the internet connections or operation of client/end user equipment, or ability of any backup services to re- establish operation of client/end user equipment and any warranties allegedly arising from course of performance, course of dealing or usage or trade.

6.2 StreamOnline Ltd does not warrant:
6.2.1 that the Services will meet specific requirements;
6.2.2 that the operation of the Services will be uninterrupted or error-free, perform at or above certain latency times, or be completely secure;
6.2.3 any connection to, transmission over, or results of, any software, network connection or facilities or equipment not provided by StreamOnline Ltd to client under this Agreement.

6.3 Client is responsible for assessing its own computer and transmission network, content aggregation, delivery and streaming needs, and the suitability of the Services to meet those needs.

7. LIMITATION OF LIABILITY

7.1 Except for liability arising out of or related to any breach of Section 5 (Confidentiality) or Section 8 (Indemnity), neither Party shall be liable to the other for any lost profits, or costs of procurement of substitute goods or services, or for any direct or indirect, special, incidental, or consequential damages, including, without limitation, damages for lost data, damages to software or firmware, system downtime, service interruption, inability to access data or services, or costs of procuring and transitioning to substitute services, however caused and under any theory of liability, including but not limited to contract, products liability, strict liability, and negligence, and whether or not that Party was or should have been aware of, or was advised of, the possibility of such damages.

7.2 In no event shall StreamOnline Ltd’s total and aggregate liability to Client or any End User exceed the amount actually paid by Client to StreamOnline Ltd in the 12 months preceding the date on which any claim arose.

7.3 StreamOnline Ltd shall have no liability to Client for any internet, denial of service or other attacks by any third party, and Client has full responsibility for implementation of defensive measures.

8. INDEMNITY

BY CLIENT

8.1. Client shall indemnify, defend and hold StreamOnline Ltd, its affiliates, officers, directors, employees, agents, successors and assigns harmless from and against any and all losses, liabilities, damages and costs and all related costs and expenses (including reasonable legal fees) (collectively, “Losses”) arising out of or relating to:
8.1.1 any claim alleging that any Client and/or End User Materials infringe upon the intellectual property rights of any third party;
8.1.2 the failure by Client or End User to comply in any material respect with applicable law;
8.1.3 any claim relating to or arising out of any content or software displayed, distributed or otherwise disseminated by Client or End User (including any third-party content of End User) in any way connected or related to or through the Service;
8.1.4 any malicious act or act in violation of any laws committed by Client or End User, including without limitation any malicious or unlawful act affecting any computer, network equipment or internet service;
8.1.5 any claim arising out of the malfunction of any StreamOnline Ltd Equipment or materials caused by Client/End User Materials or Client personnel.;
8.1.6 any breach by Client or any End User of the AUP.

8.2 StreamOnline Ltd will notify Client promptly in writing of, provide reasonable assistance in and permit Client to control the defence and/or settlement of any such claim.

8.3 Client acknowledges and agrees that StreamOnline Ltd:
8.3.1 is only an intermediary for the transmission of content;
8.3.2 performs a purely passive role as a conduit of content for Client and third parties;
8.3.3 is unable to exercise any editorial or other control over any content and
8.3.4 neither initiates the transmission of Content, selects the receivers of Content, nor monitors, selects or modifies Content.

BY STREAMLINE LTD

8.4 Provided Client shall notify StreamOnline Ltd promptly in writing, provide reasonable assistance in connection with the defence and/or settlement (at StreamOnline Ltd’s expense), and permit StreamOnline Ltd to control the defence and/or settlement of any such claim or claims StreamOnline Ltd shall indemnify, defend and hold Client, its officers, directors, employees, agents, successors and assigns (each, a “Client Indemnitee”) harmless from and against any and all losses arising out of or relating to:
8.4.1 any claim alleging that any equipment, software or materials supplied to Client by StreamOnline Ltd (“StreamOnline Ltd Materials”) infringe upon the intellectual property rights of such third party, except for any claim based upon:
8.4.1.1 the combination, operation, or use of any StreamOnline Ltd Materials with equipment, devices, or software not supplied by StreamOnline Ltd;
8.4.1.2 alteration or modification of any StreamOnline Ltd Materials other than by StreamOnline Ltd.
8.4.2 the failure by StreamOnline Ltd to comply in any material respect with any applicable law.
8.5 Infringement.
In the event that the Services, or any material portion thereof, are determined to infringe upon the proprietary rights of a third party, StreamOnline Ltd will, at its sole election and at its own expense:
8.5.1 obtain the right for the Client and End User to use all or any part of the infringing Services as contemplated by this Agreement;
8.5.2 modify all or any part of the Services so that they are no longer infringing, but still substantially satisfy the requirements contained in this Agreement;
8.5.3 substitute in whole or any part functionally similar Services that are not infringing; or
8.5.4 if none of the forgoing alternatives is available to StreamOnline Ltd at commercially reasonable terms, terminate this Agreement and return to Client all funds paid to StreamOnline Ltd pursuant to this Agreement for which actual Services have not been provided as of the termination date, disregarding all minimum payment obligations of Client.

9. INSURANCE

In respect of its liabilities under section 8 StreamOnline Ltd shall maintain, at its expense, comprehensive general liability insurance including premises/operations and contractual liability, at a minimum limit of £1,000,000 for bodily injury and/or property damage.

10. TERM AND TERMINATION

10.1 Initial Term
10.1.1 The initial Term of this Agreement shall be one (1) year from the Effective Date (“Initial Term”), unless terminated sooner in accordance with sections 10.2, 10.3, 10.4 or 10.5, or unless otherwise specified in any applicable Service Order or Statement of Work.
10.1.2 On the first anniversary of the Effective Date and each subsequent anniversary, this Agreement shall be automatically renewed for an additional one (1) year period (“Renewal Term”), unless either Party gives written notice to terminate sixty (60) days prior to the expiration of the Initial Term.
10.1.3 In the event that any applicable Service Order or Statement of Work specifies an Initial Term other than one year, each Renewal Term shall be for the same period.
10.1.4 If the parties enter into any Service Order or Statement of Work related to this Agreement and the term of such Service Order or Statement of Work extends beyond the Term, the Term of this Agreement shall be deemed to be amended to expire on the date such Service Order or Statement of Work expires or terminates.
10.1.5 Upon early termination of this Agreement by Client without cause, Client shall pay to StreamOnline Ltd a fee equal to the number of months remaining in the then current Term multiplied by the minimum monthly fee (“Early Termination Fee”).
10.1.6 Client agrees that the termination fees are based on an agreed revenue expectation and are not a penalty.

10.2 Termination for cause.

By Either Party

10.2.1 Either Party may terminate this Agreement for cause by delivering written notice to the other Party upon the occurrence of any of the following events:
(i) a receiver is appointed for the other Party or its property;
(ii) the other
Party makes a general assignment for the benefit of its creditors;
(iii) the other Party commences, or has commenced
against it, proceedings under any bankruptcy or insolvency which proceedings are not dismissed within 60 days;
(iv) the other Party is liquidated or dissolved;
(v) the other Party ceases to do business or otherwise terminates its business
operations; or
(vi) the other Party defaults or fails to perform any material obligation hereunder in any material respect, which default or failure is not cured within ten (10) days after written notice from the non-defaulting Party stating its intention to terminate this Agreement by reason of such default or failure.

By StreamOnline Ltd

10.2.2 StreamOnline Ltd may suspend Services or terminate this Agreement, effective upon notice, should Client or any End User use of the Services, content, or transmitted or transferred material directly or indirectly, actually or allegedly
(i) violate any UK, foreign, local or other applicable law, regulation, rule or order of any applicable regulatory authority or court of competent jurisdiction,
(ii) infringe or constitute the unauthorised use of any patent
right, copyright, trademark, service mark, trade name or other intellectual property right of any third party,
(iii) constitute or involve the misappropriation of any trade secret or other intellectual property right of any third party, or
(iv) be used for or involved in any defamatory, threatening or obscene purpose or in violation of any UK or foreign community standard or otherwise violate the AUP or the SLA.
10.2.3 In the event there is a change of control with respect to Client, StreamOnline Ltd may terminate this Agreement with 30 days’ notice to Client, provided that StreamOnline Ltd determines in good faith that the financial condition of the resulting entity or the transferee of Client is either not as strong as that of Client prior to the Change of Control, is insufficient to fulfil the obligations of Client under this Agreement, or otherwise presents a credit risk.

10.3 In the event Client fails to pay any fees or charges within Thirty days (30) days of the invoice date, StreamOnline Ltd may terminate this Agreement and/or the Services at StreamOnline Ltd’s sole discretion.

10.4 Termination for non-payment shall not relieve Client from any responsibilities under this Agreement including, but not limited to, its obligation to pay fees up to the date of termination and any Early Termination Fees due and owing at the date of termination.

10.5 Except as specifically provided in this Agreement, upon termination of this Agreement for any reason, all obligations of StreamOnline Ltd to provide the Services shall cease.

10.6 In the event of early termination of this Agreement without cause by Client, any service deposit paid shall be applied to any unpaid balance or fees and any remaining balance will be billed to the Client in addition to the Early Termination Fee, if applicable.

10.7 Any unused portion of any service deposit or unused Services fees will be promptly refunded to the Client.

10.8 In the event of termination of this Agreement by StreamOnline Ltd for good cause, the Parties agree that it will be impractical and extremely difficult to determine the actual damages suffered by StreamOnline Ltd and the parties agree that:
10.8.1 in addition to all other remedies, monetary damages, and equitable relief to which StreamOnline Ltd may be entitled, StreamOnline Ltd shall be entitled to liquidated damages equal to any amounts otherwise remaining to be paid to StreamOnline Ltd under this Agreement.
10.8.2 such partial liquidated damages shall be cumulative and non-exclusive, and shall be in addition to any and all other remedies that StreamOnline Ltd may have.

10.9 except as otherwise expressly set out in this section 10, neither party shall otherwise be liable to the other for damages of any kind upon the expiration or termination of this Agreement other than for good cause, and other than the early termination fee (and any remaining recurring fees due under the agreement should client terminate the Agreement without cause prior to expiration of the Term) payable in the event of termination by client without cause however, all amounts earned and unpaid by either party to the other as of the date of any termination, including early termination fees, shall be due and payable to the other party in accordance with the terms of this Agreement.

10.10 Survival
The rights and obligations contained in Sections 4 (Intellectual Property); 5 (Confidentiality); 7 (Limitation of Liability); 8 (Indemnity); 10.10 (Survival); and 12 (Miscellaneous) shall survive any termination or expiration of this Agreement.

11. PUBLICITY

11.1 Client and StreamOnline Ltd will jointly prepare the terms of any press release regarding the relationship between StreamOnline Ltd and Client.
11.2 Each Party will give the other appropriate advance notice and opportunity to review any press releases before the actual release, and will not issue any press release that mentions the other without the prior approval of that Party.
11.3 Notwithstanding the foregoing, StreamOnline Ltd may use Client’s logo and name on its website/and other media and in circumstances involving a company presentation of such information, other than to the general public or media.

12. MISCELLANEOUS

12.1 Non-Solicitation
During the Term of this Agreement and for a period of one year after it expires, Client shall not, and shall ensure that its affiliates do not, directly, or indirectly, solicit or attempt to solicit for employment any persons employed by StreamOnline Ltd or contracted by StreamOnline Ltd to provide Services to Client.
12.2 No Third-Party Beneficiaries
Except as otherwise expressly provided in this Agreement, there are no third parties entitled to benefit from or enforce the terms of this Agreement, including but not limited to the insurance providers for either Party, or distributors of Client.

12.3 Notices
12.3.1 All notices permitted or required under this Agreement must be in writing and shall be delivered as follows with notice deemed given as indicated
(i) by personal delivery,
(ii) by overnight courier upon written verification of
delivery,
(iii) confirmed email or facsimile transmission, or
(iv) by certified or registered mail, return receipt requested, five days after deposit in the mail.
12.3.2 All notices must be sent to the addresses first specified above or to such other address that the receiving Party may have provided for the purpose of notice in accordance with this section.

12.4 Force Majeure
Neither Party will be liable to the other by reason of any failure or delay in the performance of its obligations under these terms (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, war, governmental action, labour conditions, earthquakes, terrorism or threat of terrorism, computer viruses or worms, computer sabotage, ‘Denial of Service’ attacks, DNS spoofing attacks and/or other hacking attacks of a similar nature (provided the party claiming such cause has taken commercially reasonable steps to prevent such hacking attacks),or any other cause which is beyond the reasonable control of such Party.

12.5 Governing Law and Venue
This Agreement and these terms are subject to the laws of England and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales.

12.6 Relationship of Parties
12.6.1 Neither this Agreement nor the Parties’ business relationship established under these terms will be construed as a partnership, joint venture or agency relationship or as granting of a franchise.
12.6.2 Neither Party will attempt to, or will have the right to, legally obligate the other Party.

12.7 Vendors and Subcontractors
StreamOnline Ltd may provide all or part of the Services through its vendors, affiliates or subcontractors.

12.8 Waiver and Modification
The failure of either Party to require performance by the other party of any provision of this Agreement shall not affect the full right to require such performance at any time after its termination; nor shall the waiver by either Party of a breach of any of these provisions be taken or held to be a waiver of the provision itself. Only authorised representatives of both StreamOnline Ltd and Client may modify this Agreement in writing.

12.9 Severability
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law.

12.10 Assignment
12.10.1 This Agreement shall be binding and inure to the benefit of the parties to it and their respective successors and permitted assigns.
12.10.2 Neither Party shall assign any of its rights nor delegate any of its obligations under this Agreement to any third party without the express written consent of the other except that, subject to the right of termination provided by Section 10, either party may assign this Agreement in the course of a change of control, so long as the surviving entity or purchaser expressly assumes in writing the performance of all of the terms of this Agreement.

12.11 Entire Agreement
This Agreement, including any Service Orders or Statements of Work, the AUP, and the SLA, which are incorporated herein by reference, is the entire agreement between the parties and supersedes and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter.

12.12 Conflict of Terms
In the event of a conflict between the terms of this Agreement and any related schedules or other documents which cannot otherwise be effectively reconciled or determined, the conflict will be resolved by the following in order of precedence:
(a) the terms of this Agreement
(b) the terms of the AUP
(c) the terms of the SLA and
(d) the terms of any applicable Service Order or Statement of Work.

12.13 Non-Exclusivity
StreamOnline Ltd and Client each acknowledge and agree that, except as may be expressly agreed in writing between the parties, the rights granted to each other in this Agreement are granted on a non-exclusive basis, and, provided that such Party complies with its obligations hereunder, nothing in this Agreement prevents either party from entering into similar agreements with third parties at any time at the sole discretion of each party.

12.14 Authority of Signatories
Each individual accepting this Agreement on behalf of any entity or body warrants that he or she is duly authorised to accept and deliver this Agreement on behalf of that entity or body, in accordance with a duly adopted resolution of the governing or managing body of the entity or in accordance with the incorporating documents of the entity, and that this Agreement and its terms are binding on that entity.

Please direct all questions concerning these terms and conditions to:
StreamOnline Ltd
Reg Office: 16 Wakehurst Road Eastbourne BN22 7FL UK
Tel: +44 77 48 18 33 79 email: [email protected]
UK Company Registration No.: 10033204
Registered Office: 16 Wakehurst Road Eastbourne BN22 7FL UK
Version Control: Version 1.0 – Initial Release 21 April 2016