MASTER SERVICES AGREEMENT – TERMS AND CONDITIONS Interpretation In this Agreement: “Administrator” means the Customer’s representative, who will be the main point of contact with LoopUp, or anyone who LoopUp reasonably believes is holding themselves out as being the administrator, or holding for the Customer; “Agreement” means this Master Services Agreement, each agreed Order Form or Proposal (including any Service Terms), the Data Processing Agreement and any document referred to within each of the aforementioned documents; “Anti-Bribery Laws” means such applicable anti-bribery and anti-corruption laws, legislation, rules, regulations and practices in the jurisdictions applicable either party and the conduct of their personnel including, without limitation, the US Foreign Corrupt Practices Act and the UK Bribery Act 2010; “Business Day” means a day from Monday to Friday excluding any national, bank or public holiday applying in the country of incorporation for LoopUp and “Business Hours” shall mean 09:00 to 17:00 on a Business Day; “Charges” means the fees and charges for the Services as set out in and calculated in accordance with each applicable Order Form or Proposal and payable in accordance with the terms of the Agreement; “Confidential Information” means any information of a confidential nature, whether or not identified as such in writing, disclosed by one party (“Disclosing Party”) to the other party (“Recipient”), including: trade secrets; the terms of this Agreement; pricing for a Service; and strategic, marketing, financial, employee or other secret information regarding a party’s business. Confidential Information does not include information that: (i) is in, or enters, the public domain other than due to breach of this Agreement or breach of a duty of confidentiality owed to a party to this Agreement; (ii) the Recipient can demonstrate was in its possession prior to disclosure to it by the Disclosing Party; or (iii) is provided to the Recipient by a third party who is not under a duty of confidentiality regarding that information; “Customer Content” means any content any person uploads, records or otherwise transmits through the use of the Services, including voice, data, video, photographs, caricatures, illustrations, designs, icons, articles, text, audio clips and video clips; “Data Processing Agreement” means the data processing agreement entered into between the parties; “Effective Date” means the date upon which this Agreement or each Order Form or Proposal comes into force and effect as more specifically set out on the first page of this Master Services Agreement (in relation to the Effective Date of this Agreement) and, if applicable, as set out in each Order Form or Proposal (in relation to each Order Form or Proposal); “Essential New Version” means a version of the Software made available by LoopUp to supersede a pre-existing version of the Software that LoopUp or its suppliers notify the Customer must be installed in order to ensure continue use of the Services; “Export Laws” means the export laws of any jurisdiction worldwide including the US Export Administration Regulations (EAR, 15 C.F.R. § 730 et seq); “Force Majeure” means any circumstance not within the reasonable control of a party including any: strike, labour dispute; war; riot; civil or military authority; earthquake; act of terrorism; elements of nature or act of God; pandemic; terrorism, civil disorders, breakdown or disruption to any computer or telecommunications system (for the avoidance of doubt not including LoopUp’s, or LoopUp’s suppliers’ or contractors’, computers or telecommunications systems); and governmental action; “Group” means in relation to a party, the party referred to and any company controlling, controlled by or under common control with that party; “Intellectual Property Rights” means any copyright, design right, database right, trade mark, trade name, domain name, patent, right protecting goodwill, or know-how, an application or registration for any of the above, and rights of a similar nature or equivalent effect worldwide; “LoopUp Privacy Policy” means the privacy policy applicable to any processing of personal data undertaken by LoopUp in relation to the Services as set out at https://loopup.com/en/legal/privacy-policy/ and as updated from time to time; “Master Services Agreement” means the terms and conditions as set out in this Master Services Agreement which forms part of the Agreement; “Material” means any information, documents, data or other materials provided by LoopUp to the Customer in any medium; “Order Form” or “Proposal” means each agreed order form or proposal setting out the Services to be provided by LoopUp to the Customer, the applicable Charges and any additional terms applicable to those specific Services (referred to as “Service Terms”), each as may be agreed (or updated in accordance with this Agreement) by the parties from time to time; “Permitted Use and Takedown Policy” means the LoopUp permitted use and takedown policy setting out how the Customer may, and may not, use the Services as set out at https://loopup.com/en/legal/permitted-use-takedown-policy/ and as updated from time to time; “Rate Sheet” means the plan details and/or provided rates setting out the Charges applicable to a Service as set out in the Order Form or Proposal; “Services” means the services which LoopUp provides to the Customer as set out in the applicable Order Form or Proposal and any other additional services that may be agreed from time to time between the parties; “Software” means any software provided or licensed by LoopUp (or its suppliers) to the Customer pursuant to this Agreement in any format; “Support Service” means any applicable support service provided by LoopUp as set out in the applicable Order Form or Proposal; “System” means the system LoopUp uses to provide any of its Services; “Tax” means any applicable sales tax, value added tax, excise, duty, regulatory fee, universal service assessments or similar liabilities, surcharge or government levy (national, federal, state or local) which may apply from time to time; and “User” means the Customer and any person, device (with its own login and account) or resource account whom the Customer notifies LoopUp to be provisioned on, or with, a Service. References to clauses are to the clauses to this Master Services Agreement unless stated otherwise. References to sections or paragraphs are to the sections or paragraphs of an Order Form or Proposal. Headings are for convenience only and shall be ignored in interpreting this Agreement. A reference to an any legislation or act of parliament shall include any modification extension replacement or re-enactment thereof for the time being in force and shall also include all instruments, orders, regulations, permissions and directions for the time being made or issued or given there under or deriving validity there from. The singular shall include the plural and vice versa and reference to natural persons shall include bodies corporate. ‘Including’ shall mean ‘including without limitation’. ‘Writing’ means any legible, visible and permanent form including hand-written and printed documents and electronic mail communications (including printed records thereof). References to the parties shall include their permitted assigns and/or successors to the benefit of this Agreement. Services LoopUp shall provide the Services as set out in, and in accordance with, any agreed Order Form or Proposal. Unless expressly agreed in writing, each Order Form or Proposal shall be governed by, and be subject to, the terms as set out in this Agreement (including the terms of this Master Services Agreement). All of the Services provided by LoopUp to the Customer shall be set out in individual Order Form or Proposals, the terms and conditions of which will become a part of this Agreement. Order Forms or Proposals may be agreed at any time in writing by the mutual agreement of the parties. Each Order Form or Proposal shall define: the scope of the Services to be provided by LoopUp; the Service Levels (if applicable); the Charges payable by the Customer in relation to the Services; and any other specific terms that may be required or are agreed between the parties relating to the Services. The Agreement (including each Order Form or Proposal) represents a customized, fully negotiated arrangement between the parties. Each Order Form or Proposal shall constitute a separate contract under this Agreement and any defined terms used in each Order Form or Proposal shall have the same meaning as set out in this Master Services Agreement (unless stated otherwise). In the event of any ambiguity, conflict or inconsistency between any of the constituents of this Agreement the following order of precedence shall prevail to the extent necessary to resolve such conflict or inconsistency: the Data Processing Agreement (if applicable); each agreed Order Form or Proposal (as applicable); the Service Terms relevant to the specific Service (as applicable); and this Master Services Agreement. LoopUp reserves the right to decline to accept any Order Form or Proposal or request for Service in LoopUp’s sole discretion and for any reason. Unless informed otherwise, LoopUp shall rely upon the instructions of the Administrator and from any person the Administrator identifies as having, or whom LoopUp reasonably believes to be acting with, authority as Administrator. Software, System and Materials Unless stated otherwise, any Software, System or Materials provided by LoopUp to the Customer or a User is subject to a non-exclusive, non-sub-licensable and non-transferable licence limited for the duration and purposes of the applicable Order Form or Proposal only. Such licence shall permit Users to install, save and use a copy of such Software onto their computers and devices solely for use of the relevant Service in accordance with this Agreement. Any licence to Software is limited to the object code and the Customer acknowledges that it has no right in, or title to, the source code of any Software. The Customer will not, and will ensure that Users will not: reverse engineer or decompile the Software; translate, modify, rent, lease, sub-license, adapt, or create derived works based on the Software, System or Materials; nor use the Software, System or Materials for any use which is not purely to receive a Service. This is without prejudice to the Customer’s right to distribute Software, System or Materials to Users in accordance with this Agreement for the ability to receive the Services nor any right the Customer may have which, under any applicable law, may not be excluded by contract provided that the Customer satisfies all conditions prior to exercising such rights, including payment of any Charges (or such other reasonable fees). The licence as set out in this clause 3 is limited to licensees and jurisdictions where the use of the Software, System, Materials and Services is not contrary to any Export Law or other applicable law. The Customer will use reasonable endeavours to ensure that Users will: at all times use the Services in good faith and in accordance with the Permitted Use and Takedown Policy; and only use the System, Software and Materials in accordance with this Agreement. The Customer will be liable for all use of the Services, System, Software and Materials by Users. A person may only become a User if they are: a director, officer (including, for a partnership, a partner), employee, agent, subcontractor or consultant of the Customer and the Customer has adequate contractual rights to enforce compliance with this Agreement. The Customer acknowledges that LoopUp may block access to, delete or take down any Customer Content or other material according to the Permitted Use and Takedown Policy or in its sole discretion. The abuse of the Services is prohibited, including but not limited to: interfering unreasonably with the use of the Services by others; and using the Services or displaying or transmitting Customer Content in a manner that violates any applicable law or regulation. In any instance in which LoopUp believes in good faith that there is abuse of the Services, LoopUp may immediately restrict, suspend or discontinue providing the affected Service or prevent the display or transmission of Customer Content, without liability on the part of LoopUp, and then notify the Customer of the action that LoopUp has taken and the reason for such action. Subject to clause 8, the Customer will indemnify the LoopUp Group, its officers, employees, agents and contractors against all reasonable and direct costs (including reasonable lawyers' costs), damages and losses that such person may suffer (including damage to the Services, the LoopUp website, the System and claims by a third party) arising out of or connected to any: act or omission by the Customer, its officers, employees, agents, contractors and Users other than in accordance with the terms of this Agreement; and any use of a Service other than in accordance with the terms of this Agreement or any applicable law. Any third party software provided to the Customer shall be subject to such applicable third party software terms which shall be provided to the Customer by LoopUp or such third party. Support and Maintenance LoopUp Shall provide such Support Services as set out in each Order Form or Proposal (as applicable). In addition, and where available, at any time and without charge, the Customer and Users may access the help support pages on LoopUp’s website. LoopUp may monitor and record any communication between the Customer or Users and the support team providing the Support Services for lawful business reasons including security, training and quality assurance. Other than as expressly set out as a Support Service in an Order Form or Proposal, LoopUp may refuse to support any version of Software that has been superseded by another version as from six months after the date the new version in question was made available to the Customer, and for any version that has been superseded by an Essential New Version as from the date the Essential New Version was made available to the Customer. LoopUp will be not be liable for any loss or damage suffered by the Customer connected with or due to its use of a particular version from the date that a superseding version of the Software has been made available to the Customer. LoopUp will provide as much notice as is reasonably practicable to the Customer of any Essential New Version and the Customer must install the same promptly when so notified. The Customer acknowledges that LoopUp may need to suspend any or all of the Services from time to time for planned or emergency maintenance. LoopUp will provide the Customer with as much notice as is reasonably practicable of any planned maintenance, noting the Services affected and the period for which they are expected to be affected. Charges In consideration for the provision of Services in accordance with the terms of the Agreement, the Customer shall pay the Charges to LoopUp as set out in the applicable Order Form or Proposal. LoopUp shall issue invoices at such frequency as may be set out in the Order Form or Proposal. LoopUp shall deliver invoices by way of email, and reserves the right to deliver invoices by post or in such other manner as may be agreed by the parties, to such person or contact address identified by the Customer. Unless agreed otherwise, all LoopUp invoices are due and payable 30 days from receipt. All Charges are stated exclusive of, and subject to, any Tax which shall be charged at the prevailing rate. The Customer shall pay invoices without any set-off or counterclaim and without any withholding or deduction unless required by law, in which case the Customer shall provide LoopUp with any document necessary to enable LoopUp to recover or obtain a credit for the amount withheld or deducted. Except for consultancy services and unless stated otherwise, all time based use of the Services is calculated (and charged where chargeable) at 1-minute increments. Where a minimum spend applies to a Service and the Charges arising from the use of the Service in question based on the Rate Sheet are less than the minimum spend in any calendar month (or such other agreed period), LoopUp will invoice, and the Customer will pay, the minimum spend in respect of such Charges for that calendar month (or such other agreed period). If such Charges are equal to or more than the minimum spend in any calendar month (or such other agreed period), the Customer will pay the actual Charges. Where the Customer has agreed to a minimum spend (or a subscription rate) over a fixed term, the Customer shall be obliged to pay all such Charges for the fixed term unless the Agreement is terminated by the Customer for cause or by LoopUp for convenience. If the Customer has reasonable grounds to dispute any portion of an invoice, the Customer must pay the undisputed portion and notify LoopUp of the grounds for disputing the remainder. LoopUp’s records of the Customer’s usage will be presumed accurate unless proved otherwise. If such a dispute is resolved in favour of LoopUp, the Customer shall pay the relevant unpaid portion of the invoice and interest in accordance with clause 5.11. The Customer waives any right to challenge invoices not disputed within one year of the date of the relevant invoice, in accordance with clause 5.8. LoopUp will issue a credit note in the event of any over-charge in any invoice. The Customer waives any claims for credit notes in a given invoicing period where such amount is less than £5.00 or $5.00 or €5.00 (or such equivalent conversion at the time of claim). Conversely, LoopUp reserve the right to issue an invoice correcting any under-billing or mis-billing in an invoice dated in the preceding year, unless the under-billing or mis-billing was due to the Customer’s breach or fraud, in which case LoopUp may invoice for the full period permitted by law. Interest will accrue and be paid by the Customer on any sum invoiced but not paid in accordance with the Agreement from the date it is payable until payment (whether before or after any judgement) at the lower rate of 1.5% per month or the maximum amount allowed by law. The parties acknowledge that Charges for international calls and surcharges may be subject to change in line with industry standards, as such LoopUp shall be entitled to amend the Charges on 30 days’ notice to the Customer subject to the following restrictions: no changes shall be made to any core subscription pricing without the agreement of the Customer; LoopUp shall only make such changes where there is a change in the rates offered generally in the market by LoopUp’s suppliers; and LoopUp shall act reasonably in respect of any such change, in the event the Customer does not agree to such changes it shall have the right to terminate the Agreement (or part thereof) on at least seven days’ notice to LoopUp to expire on or before the effective date of the changes. The Customer’s continued use of a Service beyond any effective date of a change shall be deemed as acceptance to such change. Failure to pay any part of an invoice (or applicable interest) in accordance with this clause 5 is deemed a material breach and LoopUp may serve a notice to terminate or suspend some or all of the Services in accordance with the terms of this Agreement. Intellectual Property Rights Each party retains all right, title and interest in and to its respective Intellectual Property Rights. Except as expressly agreed in this Agreement (including as set out in clause 3), no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement. Intellectual Property Rights related to the Services, System, Software and Materials (including any trademarks, know-how, documentation, patents and rights in software) are and shall remain the sole and exclusive property of LoopUp and whether the Services, System, Software or Materials are separate or combined with any other products or services. Nothing in this Agreement or any licence or sub-licence granted under it shall convey or transfer any ownership or proprietary interest in any LoopUp Intellectual Property Rights to the Customer or any third party. LoopUp will indemnify the Customer against any reasonable and direct costs (including reasonable legal costs), damages and losses incurred by the Customer to the extent that the same arise out of or are connected to a claim brought by a third party alleging that the Software directly infringes that third party’s Intellectual Property Rights. If such a claim is made, LoopUp may, at its sole discretion: change the Software to avoid any potential infringement; obtain the rights for the Customer to continue using the Software; or terminate the applicable Services to which the infringement relates. This clause 6.3 sets out the Customer’s sole remedy in relation to such third party claims. This clause 6.3 does not apply to alleged infringements or infringements caused by use of Software in conjunction with equipment, software or services not supplied by LoopUp, or related to Software LoopUp created according to the Customer’s instructions, for which the Customer will indemnify the LoopUp Group, its officers, employees, agents and contractors. As conditions to the right to indemnification under clause 6.3, any party claiming to be indemnified must: at all times take all reasonable steps to mitigate any such liability; notify the indemnifying party of any such claim promptly in writing; give the indemnifying party sole control of any defence; cooperate with the indemnifying party in the defence, at the indemnifying party’s cost; not settle without the indemnifying party’s prior written approval (which will not be unreasonably withheld or delayed); and must at no time be in breach of any of its obligations under this Agreement. Warranties LoopUp warrants that it will provide the Services in accordance with this Agreement (including as set out more specifically in the Order Form or Proposals) and with reasonable care and skill. LoopUp will use reasonable efforts to ensure that the System, Software, Materials and Services are error-free and virus-free. The Customer acknowledges that the System, Software, Materials and Services are provided on an ‘as is’ basis. Other than expressly set out in an Order Form or Proposal, LoopUp does not warrant that the System, Software or Services will be available at all times or are free of errors. To the extent permitted by law, LoopUp excludes all conditions or warranties that may otherwise be implied by law into this Agreement including without limitation warranties as to merchantability and fitness for purpose. The Customer warrants that it or the User is the owner or licensee of the Customer Content and has the legal right to upload, record, store or otherwise transmit the Customer Content through the Services. Limitation of Liability Nothing in this Agreement will operate to limited or exclude any liability that, under applicable law, cannot be limited or excluded. Save for any action to recover invoiced but unpaid Charges and the Intellectual Property Rights indemnity set out in clause 6.3: each party’s liability to the other party in contract, tort (including negligence) or otherwise is limited to the total sums payable by the Customer under this Agreement in the one year prior to notification of any claim by one party to the other; and in no event will either party be liable to the other party in contract, tort (including negligence) or otherwise: (i) to the extent such loss or damage is due to the act, omission or negligence of the other party, its officers, employees, agents or contractors; nor (ii) for any loss of data, loss of revenue or loss of profit (whether direct or indirect loss), nor for any consequential, indirect or special damages, even if previously advised of the possibility of such loss or damage. In no event will LoopUp be liable to the Customer in contract, tort (including negligence) or otherwise for any loss or damage due to or caused by: suspension of all or any part of a Service under clause 10.1; the interruption or suspension of any Services due to Force Majeure; providing access to a service provided to the Customer by a third party (not being a third party supplier or subcontractor under the reasonable control of LoopUp); or LoopUp’s reliance on instructions received from an Administrator (relating to this Agreement and the account including the change to or termination of this Agreement any accounts or the creation of, change to or termination of a User’s profile) or a User or their delegate (relating to that User’s profile, including changes to that User’s profile and the creation of, changes to and termination of a delegate to that profile). Either party must give notice of any claim under this Agreement to the other party within one year of the claim arising. Term and Termination The Agreement shall come into effect on the Effective Date and, subject to clauses 9.4, 9.5 and clause 11.2, shall continue in force for such term as set out in each Order Form or Proposal. Subject to the terms of this Agreement, either party may terminate an Order Form or Proposal independently of any other Order Form or Proposal without prejudice to the continuation of Services pursuant to such other Order Form or Proposal(s). This Agreement shall continue in force and effect in the event that one of more Order Form or Proposal continues in force and effect. For the avoidance of doubt, in the event an Order Form or Proposal sets out a minimum contract period or a fixed term (including any renewal term): the Customer may not terminate such Order Form or Proposal for convenience during such agreed period unless agreed in writing with LoopUp at the point of termination; and the Customer may terminate such Order Form or Proposal for cause subject to following the provisions as set out in this Agreement. Without prejudice to any other rights to which it may be entitled or as set out in an Order Form or Proposal, either party may give notice in writing to the other terminating this Agreement with immediate effect if: the other party commits any material breach of the terms of this Agreement where such breach is incapable of remedy; the other party commits any material breach of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being formally notified of the breach; if a Force Majeure event has occurred giving rise to the ability to terminate in accordance with clause 11; or if an order is made or a resolution is passed for the winding up of the other party (other than for the purposes of solvent reconstruction or amalgamation) or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or if a receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or if the other party takes or suffers any similar or analogous action in consequence of debt. Without prejudice to any other rights to which it may be entitled, LoopUp may give notice in writing to the Customer terminating any Services if: LoopUp’s licence or regulatory authority to provide the Service is withdrawn or terminated for any reason; or LoopUp decides to discontinue the Service generally to customers. Upon termination of this Agreement or such applicable Order Form or Proposal for any reason: LoopUp shall cease to provide such applicable Services; all licences granted under this Agreement will immediately terminate and the customer will immediately cease (and ensure Users cease) all use of the Services, System, Materials and Software; the Customer will immediately return or destroy all Materials, Software, LoopUp’s Confidential Information and any copies made by the Customer or Users in any current of future medium; LoopUp shall issue an invoice for all outstanding Charges and all outstanding invoices shall become due; and any rights and obligations to which the parties are entitled or subject prior to termination will continue in force; clauses 5, 6, 8, 9, 12, 13, 14, 15, 17, 18, 25, 28, 29 will continue in force (to the extent applicable); and neither party shall have any further obligation to the other under the terms of this Agreement. Suspension of Services LoopUp may, at its sole discretion, without prejudice to any other right or benefit it may have under this Agreement, immediately suspend the provision of any or all of the Services to the Customer or Users: if the Customer has not paid any part of an invoice by the due date for payment of that invoice and any part of such sum remains unpaid fourteen days after the Customer receives non-payment notice from LoopUp to pay such sum; and if LoopUp has reasonable grounds to believe that: (i) a Service is being used in breach of clause 3; (ii) LoopUp is entitled to terminate this Agreement under clauses 9.4 or 9.5; (iii) the Customer’s conduct may create a material liability for LoopUp or its suppliers; or (iv) LoopUp is obliged to comply with an order, instruction or request of a court, government agency, emergency service organisation or other legally competent administrative or regulatory authority. Force Majeure The obligations of each party under this Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any event of Force Majeure. In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. In the event that the cause continues for more than six months either party may terminate this Agreement on 30 days’ notice. Nothing in this clause shall exempt the Customer from paying any Charges or interest thereon. Confidentiality Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party any Confidential Information unless such information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party without any obligation of confidentiality or which that party is obliged to disclose by law. To the extent necessary to implement the provisions of this Agreement or in accordance with any law or order of a court (or other legally competent authority or regulatory body) each party may disclose the Confidential Information to those of its employees or third party as may be reasonably necessary or desirable provided that before any such disclosure each party shall make those employees and third parties aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees and third parties with them. Each party, at the other party’s request at any time, immediately return or destroy all such documents or other material containing or embodying Confidential Information of the requesting party, together with all copies in any medium, and will ensure compliance with this clause by any person to whom such information has been disclosed. Each party acknowledges that disclosure of any Confidential Information in breach of this clause may cause irreparable damage to the other party, that damages may not be an adequate remedy, and that the other party will be entitled to apply for an injunction to prevent or minimise any threatened or actual breach of this clause. Data Protection Each party undertakes to comply with its obligations under the Data Processing Agreement and the Customer acknowledges the provisions as set out in the LoopUp Privacy Policy. The Customer shall ensure that it: has provided the necessary fair processing notices to data subjects whose personal data may be processed by LoopUp on the Customer’s behalf; has a legal right to transfer, or for LoopUp to collect, personal data of relevant data subjects in order for LoopUp to process their data for the provision of the Services; shall keep any personal data processed by LoopUp on the Customer’s behalf up to date and accurate; and immediately reports any data protection complaint, breach or other incident relevant to the Services or LoopUp’s processing of personal data on the Customer’s behalf pursuant to this Agreement. Anti-Bribery To the extent relevant to the Services and this Agreement, each party shall comply with such applicable Anti-Bribery Laws. Each party hereby warrants that neither it nor, to its knowledge, any of its officers, employees or agents, have been a party to or involved in any agreement, understanding, arrangement or conduct which violated any applicable Anti-Bribery Laws and it has not received and has no knowledge of any reason it would receive any complaint or written communication with respect to any conduct which might violate the Anti-Bribery Laws. Each party agrees that it shall not permit any of its subsidiaries or affiliates, or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents, to promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any government official or other person in violation of the Anti-Bribery Laws. Export Control The parties acknowledge that the export and import of certain products, licences and services may be subject to domestic or foreign government export and import laws, rules, policies, procedures, restrictions and regulations. Each party shall comply with all applicable governmental laws, statutes, ordinances, administrative orders, procedures, policies, rules, regulations and restrictions including, without limitation, those related to the export and import of encryption items and technical materials. The Customer agrees that: its use of the Services will not violate any embargoes, sanctions, trade restrictions or similar restrictions issued by any applicable governmental entity; and neither it, or its Users, have been designated by any applicable government or any government agency as a prohibited or restricted party under any trade restrictions, export laws or similar. Emergency Services Unless specifically agreed otherwise in writing (or required by law), LoopUp shall not provide functionality that allows end users to contact emergency services through the use of the Services. The Services are not a substitute for a fixed or mobile service and cannot be used to call emergency numbers or emergency services. Where there is agreement (or requirement) to provide such emergency service access, such access shall not function (or shall not function properly): if a number is assigned to a User located outside of the geographic region (country) associated with such number; if a User attempted an emergency services call from a location different from the User’s address provided to LoopUp; during any disruption of power at the User’s location; during any disruption of connectivity to the User’s locations; during any period where service to a User has been cancelled or suspended for any reason; if invalid or incorrect User address information is provided, or if such information is not updated in the event of a change in primary location; or if equipment provided to, or used by, the User in connection with the Services fails to function or is improperly (or is not) installed or configured. The Customer shall be responsible for testing any agreed functionality in relation to access to emergency services numbers upon installation and periodically thereafter. Any issues should be promptly reported to LoopUp. In no event will LoopUp (or its suppliers) be liable to the customer in contract, tort (including negligence) or otherwise for any loss or damage due to or caused by failure to make a call to any emergency services number. Compliance with Other Laws Each party shall use their commercially reasonable efforts to comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them. LoopUp may request, and the Customer shall provide, information relating to the Customer or its Users from time to time as required by such applicable laws, enactments, regulations, regulatory policies, guidelines and industry codes. Such information may include, but not be limited to, information required to identify the identity and addresses of Users for ‘know-your-customers’, anti-fraud, anti-corruption or number portability regulatory requirements. The Customer shall not use or permit third parties to use the Services for any purpose prohibited by applicable law. Entire Agreement This Agreement together with the documents referred to herein constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior Agreements, negotiations and discussions between the parties relating to it. Each party acknowledges that in entering into this Agreement it does not do so on the basis of, and does not rely on any representation, warranty or other provision not expressly contained in this Agreement and all conditions warranties or other terms implied by statute or common law (under any applicable jurisdiction) are hereby excluded to the fullest extent permitted by any applicable law. Amendments Save as expressly provided in this Agreement and as set out in clause 19.2, no amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it. LoopUp, acting reasonably, shall be entitled to change the terms of the Agreement upon written notice to the Customer where such changes are required for either party to comply with any applicable laws or regulations. Subcontracting and Assignment LoopUp may use contractors to provide any Service, provided such use will not release it from any obligation or liability under this Agreement. LoopUp may assign this Agreement, or any or all of our rights under this Agreement, on notice to the Customer. The Customer may not assign this Agreement or part thereof to any competitor of the LoopUp Group; otherwise the Customer may assign this Agreement in its entirety to any other person on prior written notice to LoopUp. This Agreement shall be binding upon, and shall inure to the benefit of, the successors, assigns, and personal representatives of each of the parties. Local Participation The parties agree that Services may be provided by a local LoopUp entity (within the LoopUp Group). In such instance the terms of this Agreement shall continue to apply to that local LoopUp entity to the extent of the provision of such Services in that local jurisdiction. LoopUp and such relevant local LoopUp entity shall be jointly liable for any claims that may arise pursuant to this Agreement. The Customer may request a local Customer entity (within the Customer Group) may become party to this Agreement and receive Services direct from LoopUp or the local LoopUp entity (as applicable). In such instance, the parties shall agree the relationship and the addressee for such relevant invoices. Freedom to Contract and Relationship The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver, and to exercise their rights and perform their obligations under this Agreement. The parties are independent contractors and nothing in this Agreement, and no action taken by either party, will constitute or be deemed to constitute a partnership, agency or joint venture between the parties. Waiver The failure or delay (subject always to clause 8.4) of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter. Severability If any part of this Agreement becomes invalid, illegal or unenforceable the parties shall in such an event negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this Agreement. The obligations of the parties under any invalid, illegal or unenforceable provision of the Agreement shall be suspended during such a negotiation. Any provision of this Agreement not included within the operation of clause 24.1 shall remain valid and enforceable. Notices Any notice given under or in connection with this Agreement must be given in writing, in English, properly addressed and either: hand-delivered (deemed given when delivered); sent by first class pre-paid post (deemed given seven Business Days after the date of posting); or sent by email to that party’s email address for notices (deemed given when sent, provided no message of non-delivery is received by the sender). Any notice delivered or sent outside Business Hours will be deemed delivered or sent at the start of the next Business Day. Subject to notification of any change: the Customer notice details are set out in this Agreement; LoopUp’s notice details are legal@loopup.com and the respective postal address set out in the Agreement for the LoopUp party with whom the Customer has this Agreement. Rights of Third Parties Other than as may be applicable pursuant to clause 21, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. Counterparts This Agreement (and any Order Form or Proposal) may be executed in any number of counterparts, which will together constitute one agreement. A copy of this Agreement (and any Order Form or Proposal) that is executed by a party and transmitted by that party to the other party by electronic signature or email will be binding upon the signatory to the same extent as a copy hereof containing the signatory’s original signature. Disputes If any dispute arises in connection with this Agreement, the parties will: first attempt to settle it by negotiation; failing which, the parties will follow the applicable regulatory dispute resolution service for the relevant jurisdiction, if any; and if no regulatory dispute resolution service is applicable, the parties will refer it to mediation, the commencement of which will not prevent a party commencing or continuing legal proceedings for interim relief, including an injunction, to protect its Confidential Information or Intellectual Property Rights. Governing Law and Jurisdiction This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws and subject to such jurisdiction as set out on the first page of this Agreement.