If you are using RadiateB2BPlatform, then your company has given consent to these terms.
RadiateB2B: End User licence agreement
This is your End User Licence Agreement for RadiateB2B. Please read this carefully before using the RadiateB2B service and you may want to retain a copy for your records. When you accept these terms, you confirm that you are duly authorised on behalf of the Client to place an order for RadiateB2B subject to the terms and conditions set out below. You also warrant that the information submitted in signing up is correct and accurate to the best of your knowledge.
A: PROPERTY OF RADIATEB2B FOLLOWING ACCEPTANCE OF THIS END USER LICENCE AGREEMENT YOU MAY ACCESS AND USE THE RADIATEB2B SOFTWARE THROUGH OUR SERVER. THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT, ARE AND REMAIN THE PROPERTY OF RADIATE B2B LIMITED (‘RADIATEB2B', ‘WE', ‘US' AND ‘OUR').
B: LICENCE ACCEPTANCE PROCEDURE BY CLICKING ON THE ACCEPTANCE BUTTON DURING THE REGISTRATION PROCEDURE, YOU INDICATE ACCEPTANCE OF THIS END USER LICENCE AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THIS END USER LICENCE AGREEMENT. SUCH ACCEPTANCE IS ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT (‘CLIENT'). IN THIS END USER LICENCE AGREEMENT, ‘YOU' INCLUDES BOTH THE READER AND ANY CLIENT. YOU SHOULD THEREFORE READ THIS END USER LICENCE AGREEMENT CAREFULLY BEFORE CLICKING ON THE ACCEPTANCE FIELD. IF YOU DO NOT AGREE TO THE TERMS OF THIS END USER LICENCE AGREEMENT, DO NOT USE THE WEBSITE OR THE SERVICE.
C: USER REJECTION RADIATEB2B MAY IN OUR ABSOLUTE DISCRETION REJECT YOUR COMPANY FROM USING THE RADIATEB2B SERVICE WITHIN 21 DAYS OF SUBMISSION, IN WHICH CASE YOU WILL BE NOTIFIED OF SUCH REJECTION BY E-MAIL AND SHALL BE REFUNDED ANY SUBSCRIPTION FEES PAID TO RADIATEB2B IN RESPECT OF SUCH PERIOD IN CONNECTION WITH A PREMIUM SERVICE (IF ANY).
1. Definitions
The following terms as used in this Agreement have the following meanings:
“Agreement” means this End User Licence Agreement which may be amended by RadiateB2B from time to time in accordance with its terms;
“RadiateB2BPlatform” means the online data and advertising platform managed by Radiate B2B and provided through the Website and other properties;
“Radiate B2B Technology” means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by RadiateB2B in providing the Service;
“Client”, “you”, “yours” means the corporate entity or organisation ordering the Service(s);
“Client Data” means any data, information or material provided or submitted by or on behalf of the Client to RadiateB2B and/or the Service or generated by the Service in the course of using the Service including but not limited to employee data held in the Service;
“Content” means the documents, software, materials, products and services contained or made available to the Client in the course of using the Service;
“Defect” means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;
“Effective Date” means the date upon which this Agreement is accepted by the Client;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights (including rights in computer software), trade marks, service marks, trade names, domain name rights, database rights, design rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Law” means any applicable law (statutory, common or otherwise), legislation (primary or secondary), statutory provision, statutory instrument, constitution, treaty, convention, ordinance, equitable principle, code, directive, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity in any relevant jurisdiction;
“Service(s)” means the online data and advertising services developed, operated, and maintained by RadiateB2B (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by RadiateB2B, to which the Client is being granted access under this Agreement, including the RadiateB2B Technology and the Content;
“User(s)” means the Client's employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by RadiateB2B at the Client's request); and
“Website” means radiateb2b.com
2. Privacy; Disclosure
RadiateB2B's privacy policy in relation to the Client's use of the Service may be viewed at radiateb2b.com, and is incorporated into this Agreement by reference. RadiateB2B reserves the right to modify its privacy policy in its reasonable discretion from time to time. With regard to any personal data input by or collected from the Client that may be stored or processed in the RadiateB2BPlatform system, such data shall be stored and processed by RadiateB2B in accordance with UK data protection legislation. Note that because the Service is a hosted, online application, RadiateB2B occasionally may need to notify all Users of the Service of important announcements regarding the operation of the Service. The Client agrees that RadiateB2B can disclose the fact that the Client is a user of the Service.
If you do not agree with RadiateB2B's privacy policy then please do not use the Website or the Service.
3. Registration
Upon signing up for the Service and at subsequent times as requested by RadiateB2B, You agree to provide to RadiateB2B your true, accurate, current, and complete personal name and/or business name, admin name, billing address, the addresses where the Service will primarily be used, email address, contact phone number, credit/debit card information, and other data which may be necessary to administer your account (collectively, “Registration Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If you provide Registration Data that is, or that RadiateB2B suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, RadiateB2B has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of the Service by you, your business(es), affiliates and all users of your account. At all times, you shall maintain and promptly update Registration Data.
4. Licence Grant and Restrictions
Subject to and conditional upon the Client's compliance with the terms of this Agreement, RadiateB2B hereby grants to the Client a non-exclusive, limited, personal, revocable, non-transferable, right to use the Service, solely for the Client's own internal business purposes, subject to the terms and conditions of this Agreement.
All rights not expressly granted to the Client are reserved by RadiateB2B and its licensors.
The Client may not access the Service if they are a direct competitor of RadiateB2B or any of RadiateB2B's businesses or associated companies, except with RadiateB2B's prior written consent.
In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. The Client shall not: (i) license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
The Client may use the Service only for internal business purposes and shall not (not authorise any third party to): (i) store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorised access to the Service or its related systems or networks.
RadiateB2B, in our sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to RadiateB2BPlatform and the Service. You acknowledge and agree that RadiateB2B has no obligation to make available to You any subsequent versions of RadiateB2BPlatform or the Service. In addition, you and RadiateB2B acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to RadiateB2BPlatform or the Service and that RadiateB2B is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable Law.
RadiateB2BPlatform and the Service may be integrated with third party applications, websites, and services (“Third Party Services”) to make available content, products, and/or services to you. These Third Party Services may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that RadiateB2B does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Services or for any transaction you may enter into with the provider of any such Third Party Services.
5. The Client's Responsibilities
The Client is solely responsible for all activity occurring under their User accounts and shall abide by all applicable Law in connection with their and their Users' use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall: (i) notify RadiateB2B immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to RadiateB2B immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or their Users; and (iii) not impersonate another RadiateB2BPlatform User or provide false identity information to gain access to or use the Service.
You shall not use RadiateB2BPlatform or the Service for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with RadiateB2B's ability to provide a high quality Service to other clients, prevents or restricts other clients from using the Service, or damages any of RadiateB2B's or other clients' property. If RadiateB2B finds that you are using the Service for anything other than as permitted by this Agreement or for any of the prohibited uses in this Agreement, RadiateB2B may at our sole discretion terminate your Service with immediate effect. Prohibited uses include, but are not limited to:
- Behaviour that is illegal, obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another's privacy.
- Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.
- Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
- Transmitting any material that may infringe, misappropriate, or otherwise violate any third party's Intellectual Property Rights.
- Using the Service in any way that interferes with other clients' and third parties' use and enjoyment of the Service or use the Service in any manner which disrupts, prevents or restricts any other client from using the Service.
- Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid the restrictions and limitations contained in this Agreement.
You further understand and agree that:
- You shall be solely liable for any transmissions sent through RadiateB2B and the Service under your account, including the content of any transmission sent through the Service under your account.
- You will abide by all applicable RadiateB2B policies, procedures, and agreements related to RadiateB2BPlatform and the Service.
If we, in our sole discretion, consider you to be in breach of this Agreement, or likely to be in breach of this Agreement, we may take any action we think is necessary to protect RadiateB2BPlatform, the Service and its users. We may: (a) withdraw your right to use RadiateB2BPlatform and the Service; (b) remove Client Data from RadiateB2BPlatform; (c) take legal proceedings against you; (e) disclose any information to law enforcement authorities we think is necessary or as required by Law. These actions are not limited and we may take any other action we reasonably deem appropriate.
As you will be submitting and providing Client Data which may contain the personal data (and potentially sensitive personal data (as such terms are defined under the Act)) of Users and third parties, you acknowledge and accept that you are solely responsible for obtaining all required consents, authorisations and permissions from such Users and third parties to enable you to provide such information to us and to grant to us the rights set forth in this EULA and the privacy policy. It is your responsibility to ensure that all such Users and third parties are aware of and accept the terms of this EULA and the privacy policy and that you have obtained explicit consent of Users to our processing any of their sensitive personal data in accordance with this EULA and the privacy policy. You may not provide us with any Client Data or other information containing personal data of Users or third parties unless and until you have obtained all necessary consents, authorisations and permissions to do so.
6. Account Information and Data
RadiateB2B does not own any of the Client Data. The Client, not RadiateB2B, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and RadiateB2B shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.
In the event this Agreement is terminated (other than by reason of the Client's breach), RadiateB2B shall advise the Client how it may retrieve the Client Data but it will be the sole responsibility of the Client to retrieve a copy of their Client Data within 30 days of termination after which time, to the extent permitted by applicable Law, RadiateB2B may delete all such data.
RadiateB2B reserves the right to withhold, remove and/or discard Client Data without notice for any breach by the Client without limitation. Upon termination by RadiateB2B for any breach, the Client's right to access or use Client Data immediately ceases, and RadiateB2B shall have no obligation to maintain or store or forward any Client Data.
7. Intellectual Property Ownership
You hereby grant to RadiateB2B a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) licence to copy, store, share, record, transmit, display, view, print, and use Client Data to the extent required to provide or improve RadiateB2BPlatform and the Service and in accordance with our privacy policy.
RadiateB2B alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the RadiateB2B Technology, the Content, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Service, the RadiateB2B Technology or the Intellectual Property Rights owned by RadiateB2B.
You are only entitled to the limited use of the rights expressly granted to you in this Agreement. You will not take any action to jeopardise, limit, restrict or interfere with RadiateB2B's Intellectual Property Rights or do any other action or thing which otherwise has the effect of jeopardising, limiting, restricting or interfering with RadiateB2B's ownership or use of such Intellectual Property Rights. You acknowledge and agree that any unauthorised use of the RadiateB2BPlatform Technology and the Content is a breach of this Agreement, as well as a breach of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that may be accessed through RadiateB2BPlatform or the Service is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
8. Set-up and Training Services
Set-up and training services may be available on request from RadiateB2B. Their availability and cost will be subject to agreement between the parties.
9. Premium Services
RadiateB2B offers services, features and resources to premium clients for a subscription fee, e.g. our Starter, Professional Service offerings (the “Premium Services”). RadiateB2B provides information on its Website about the Premium Services and its additional services and features. For Clients with a valid subscription (or free trial (where applicable)) to a Premium Service, the Premium Service shall, for the purposes of these terms, form part of the “Services”.
We may need certain information from you so that we can supply the Premium Services to you. If you do not give us this information, or if you give us incomplete or incorrect information, we may either end the contract for the supply of the Premium Services or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Premium Services late or not supplying any part of the Premium Service if this is caused by you not giving us the information we need.
The Premium Services are subscription-based services and any minimum contract commitment is set out in the relevant Premium Service terms.
The subscription fee (which includes VAT) for each Premium Service is outlined on the Website and in the relevant Premium Service terms and will be charged on the first day you subscribe to a Premium Service (or following a free trial period (if applicable) and then monthly on or after the calendar day corresponding to the commencement of your membership subscription (“Renewal Date"). This fee will continue to be charged on each Renewal Date thereafter unless and until you cancel, and regardless of how much you use the purchased Premium Service and we will charge the fee to the debit/credit card that you provide to our payment processor partners (including, without limitation, Paddle) during registration for such Premium Service. We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email. If you do not agree to the change or otherwise no longer want to be a Premium Service Client, you may cancel your subscription by emailing us at [email protected]. The cancellation of your Premium Service subscription shall take effect upon expiry of the notice period identified in the relevant Premium Service terms, and no refund (or partial refund) shall be given in respect of such current month. The Client acknowledges that, in respect of some Premium Services, the subscription price per month may vary depending on the number of page views used by the Client during the applicable month (which we may determine in our sole discretion).
You must pay all amounts due to us for a Premium Service in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10.Termination
This Agreement commences on the Effective Date.
You understand and agree that RadiateB2B may at any time, and without additional notice to you, terminate, modify, suspend, discontinue, or block access to some or all of the features of RadiateB2BPlatform or the Service if:
- RadiateB2B determines that you have materially breached this Agreement (without limiting the generality of the foregoing any unauthorised use of the RadiateB2BPlatform Technology or Service by the Client will be deemed a material and irremediable breach of this Agreement).
- RadiateB2B determines that you did not or will not reasonably comply or cooperate with any applicable Law.
- RadiateB2B is ordered by any regulator, law enforcement or other government agency to suspend or terminate the Service.
- You bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against RadiateB2B, or participate in any class action lawsuit against RadiateB2B.
- RadiateB2B determines that such action is necessary to protect, maintain, or improve the Service; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect RadiateB2B, our clients, or other third parties affiliated with RadiateB2B; or for any other good cause.
Either You or RadiateB2B may terminate this Agreement without cause upon thirty (30) days' prior written notice, except insofar as it relates to any Premium Services which may only be terminated in accordance with the relevant terms.
11. Termination Consequences
Upon any termination or suspension of your account, RadiateB2B may immediately deactivate or delete your account and all related information and files in your account and/or restrict any further access to such files, information, or Service.
RadiateB2B shall not be liable to you or any third party for any reason for terminating or suspending your use or access to RadiateB2BPlatform or the Service. The provisions of this Agreement relating to intellectual property ownership, Client representations and warranties, confidentiality, use policies and restrictions, storage of user information, publicity rights, payment terms, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, modifications, interpretation, dispute resolution and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by Law.
12. Representations and Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
RadiateB2B represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by RadiateB2B within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that such remedial work is commercially practicable, and the Client provides all the information that may be necessary to assist RadiateB2B in resolving the Defect, including sufficient information to enable RadiateB2B to recreate the Defect.
You represent, warrant and undertake to RadiateB2B that: (i) the Client Data you provide or make available is accurate, current, and complete, and agree to promptly update any of the information if it changes; (ii) you have obtained all rights, licences and consents necessary to grant the licences to RadiateB2B pursuant to this Agreement; (iii) the Client Data will not infringe the rights of any third party, including any Intellectual Property Rights, rights in confidential information or rights in privacy; (iv) you have obtained all necessary permissions and consents from any persons associated with or identifiable from the Client Data (including the Users); (v) your provision of the Client Data is made in compliance with all applicable Law and the processing and use of such Client Data by or on behalf of RadiateB2B shall not cause RadiateB2B to breach any applicable Law or infringe the rights of any third party.
13. Confidential Information
RadiateB2B will use its reasonable commercial endeavours to keep all Client Data confidential, providing that Client Data may be disclosed to RadiateB2B's employees, representatives, consultants, contractors or agents (who in turn will be legally bound to keep the Client Data confidential). The obligation to keep the Client Data confidential will not apply to any information that: (i) is already known to the public; or (ii) is required to be disclosed by Law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, providing that RadiateB2B will give the Client notice of the requirement to disclose of that disclosure as soon as practicable.
14. Indemnification
The Client shall indemnify and hold RadiateB2B, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that use or disclosure of the Client Data infringes the rights of, or has caused harm to, a third party (including the Users); (ii) a claim, which if true, would constitute a violation by the Client of their representations and warranties under this Agreement; or (iii) a claim arising from the breach by the Client or their Users of this Agreement.
In connection with a claim for indemnification pursuant to this Clause 15, RadiateB2B shall: (a) give written notice of the claim promptly to the Client; (b) give the Client sole control of the defence and settlement of the claim (provided that the Client may not settle or defend any claim unless they unconditionally release RadiateB2B of all liability and such settlement does not affect RadiateB2B's business or Service); (c) provide to the Client all reasonably relevant and available information and assistance; and (d) not compromise or settle such claim, without your consent.
15. Disclaimer of Warranties
RadiateB2B and its licensors do not guarantee that: (i) RadiateB2BPlatform or the Service will operate error free or without interruption; (ii) all program defects in relation to the Services will be corrected; or (iii) RadiateB2BPlatform or the Service will operate with any hardware, software, system or data not identified in the ordering process. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable Law by RadiateB2B and its licensors. RadiateB2B makes no representations or warranties that the Service is free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights.
In addition, RadiateB2B makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any Third Party Services (or the content thereof).
Although every effort is made to ensure that data transmissions of Client Data are secure, RadiateB2B makes no guarantees of security.
16. Internet Delays
RadiateB2B's Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. RadiateB2B is not responsible for any delays, delivery failures, or other damage resulting from such problems.
17. Force Majeure
In this Agreement, “force majeure” shall mean any cause preventing RadiateB2B from performing any or all of RadiateB2B's obligations which arise from or are attributable to acts, events, omissions or accidents beyond RadiateB2B's reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors. RadiateB2B shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing RadiateB2B's failure or delay in performance. If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 7 days' written notice to RadiateB2B. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to RadiateB2B's rights in respect of any breach of this agreement occurring prior to such termination.
18. Limitation of Liability
Nothing in this Agreement will exclude or limit RadiateB2B's liability for: (i) death or personal injury caused by RadiateB2B's negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which may not be excluded or limited under Applicable Law.
RadiateB2B shall not be liable for any damages or losses as a result of a force majeure event, or from your or your Users' use of a Third Party Service. To the fullest extent permitted by Law, in no event shall RadiateB2B or its affiliates be liable to you or any third party for indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if RadiateB2B has been informed in advance of such damages or such damages could have been reasonably foreseen by RadiateB2B.
Without limiting the foregoing, RadiateB2B shall not be liable for any of the following losses (whether direct, indirect, incidental or consequential): (i) any loss of profits or other economic advantage; (ii) any loss of data; (iii) any loss of goodwill; and/or (iv) any loss of anticipated savings, arising in respect of any representation, statement, act or omission in connection with this Agreement, whether the claim arises under contract, tort, misrepresentation or breach of statutory duty.
Subject to paragraph 1 of this clause, in no event shall RadiateB2B's aggregate liability exceed the sum equal to the total sums, excluding Media Fees, paid by you to us in connection with the Premium Service(s) during the immediately preceding 12 months.
The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.
19. Notice
RadiateB2B may give notice by means of electronic mail to the Client's e-mail address on record in RadiateB2B's account information. Such notice shall be deemed to have been given upon the expiration 12 hours after sending the email.
20. Modification to Terms
RadiateB2B reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the Website and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Client's consent to such changes.
21. Assignment; Change in Control
This Agreement may not be assigned by the Client without the prior written approval of RadiateB2B but may be assigned without the Client's consent by RadiateB2B to: (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger.
Any purported assignment in violation of this section shall be void.
Any actual or proposed change in control of the Client that results or would result in a direct competitor of RadiateB2B directly or indirectly owning or controlling 50% or more of the Client shall entitle RadiateB2B to terminate this Agreement for cause immediately upon written notice.
22. General
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the English courts.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between the Client and RadiateB2B as a result of this Agreement or use of the Service. The failure of RadiateB2B to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by RadiateB2B in signed writing authorised by a director of RadiateB2B.
This Agreement together with RadiateB2B's privacy policy and any copyright notices on the Website comprises the entire agreement between the Client and RadiateB2B in relation to the Service and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
23. Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
24. Acceptance of Agreement
By ticking the acceptance field during the registration process, you confirm acceptance of this End User Licence Agreement, which shall constitute a binding contract between RadiateB2B and the Client, subject to the ability of RadiateB2B within 21 days to reject the Client.
25. Company information
Radiate B2B Limited is incorporated under the laws of England, with company number 10704141. RadiateB2B's registered address is:
4th Floor, Franklin Building, 124 Goswell Road, London, EC1V 7DP, United Kingdom