Pairly Pro

Section A: Commercial Summary

Section B: Agreed terms

1. Interpretation

   1. The definitions and rules of interpretation in this clause apply in this licence.

1. Affiliate: includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party.

2. Agreement: includes and incorporates both Section A: Commercial Summary and Section B: Agreed terms.

3. Availability Enquiry: shall be the enquiry raised by the Consumer User to you via Pairly Pro’s integration with your Website.

4. Documentation: means any documentation or such other instructions made available to you by Pairly from time to time in connection with this agreement.

5. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

6. Consumer Users: any individuals who accesses Pairly Pro via the Website.

7. Effective Date: the date of this Agreement.

8. Fee: the licence fee payable by you to Pairly under 8.

9. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

10. Pairly Community: the community of Providers in receipt of Services from time to time.

11. Pairly Pro: shall have the meaning given to it under Clause 3.1(a).

12. Services: shall be as defined in the Pairly Terms of Use and Subscription Agreement.

13. Supplier Marks: Pairly's proprietary trade marks, trade names, branding, or logos made available for use in connection with Pairly Pro pursuant to this agreement.

14. Usage Data: has the meaning given in Clause 4.2.

15. UK Data Protection Legislation: the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data as may be amended from time to time.

16. VAT: value added tax imposed by the Value Added Tax Act 1994 chargeable in the UK.

17. Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

18. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

19. Website: any websites developed by, or on behalf of, you which integrates Pairly Pro.

1. A reference to a Holding company and subsidiary mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in section 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

2. Clause headings shall not affect the interpretation of this agreement.

3. Unless expressly stated otherwise, or the context otherwise requires:

   1. words in the singular shall include the plural and in the plural shall include the singular;

   2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

   3. a reference to one gender shall include a reference to the other genders; and

   4. any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

5. References to clauses are to the clauses of this agreement.

6. In the event of conflict between this agreement and the Pairly Terms of Use and Subscription Agreement for Provider Accounts:

1. this agreement shall prevail to the extent applicable to Pairly Pro; and

2. the Pairly Terms of Use and Subscription Agreement for Provider Accounts shall prevail to the extent applicable to the Services.

Acceptance

1. By downloading, using, or otherwise integrating Pairly Pro into the Website, you agree to these terms. If you do not agree to these terms, do not download, use, or integrate Pairly Pro.
   

Licences

1. In consideration of the Fee paid by you to Pairly and your compliance with these terms, Pairly hereby grants you a non-exclusive licence to:

   1. integrate the website widget known as Pairly Pro, and any updates or supplements to it ( Pairly Pro) on the Website;

   2. use the related Documentation; and

   3. use Pairly Pro to connect to the Services.

2. In relation to the scope of use set out in 3.1, you may not:

   1. remove any proprietary notices from Pairly Pro;

   2. use Pairly Pro in any manner or for any purpose that infringes, misappropriates, or otherwise infringes Pairly’s Intellectual Property Right or other right of any person, or that violates any applicable law;

   3. design or permit your Website to disable, override, or otherwise interfere with any communications to Consumer Users, consent screens, user settings, alerts, warning, or the like implemented by Pairly Pro;

   4. attempt to cloak, conceal or mislead end-users as to your identity;

   5. except to the extent expressly permitted under this 3 , you shall not (and shall ensure to the extent possible that Consumer Users do not):

      1. combine or integrate Pairly Pro with any software, technology, services, or materials not approved in advance by Pairly;

      2. access all or any part of any Pairly Pro to build a product and/or service which competes with Pairly Pro or any other goods or services provided by Pairly (or any part of it); or

      3. commercially exploit, sell, license or distribute Pairly Pro or any Data or any products and/or services incorporating the results retrieved using Pairly Pro.

3. Except as expressly stated in this 3, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to Pairly Pro or any other product or service supplied by Pairly, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).

4. You shall not use Pairly Pro other than as specified in this 3 without the prior written consent of Pairly.

5. Without prejudice to its other rights and remedies under this agreement, should you breach any condition under this 3 without the prior written consent of Pairly, Pairly may, in its sole discretion:

   1. suspend your access to, and use of, Pairly Pro under 3.5(a) until such time as the breach is remedied to Pairly's reasonable satisfaction, which may include (where payment is required under 3.5(c) until Pairly has received that payment in cleared funds from you;

   2. terminate this agreement, or suspend your access and use of Pairly Pro, on written notice with immediate effect; and/or

   3. require you to pay for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which Pairly would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in 8.3, from such date to the date of payment.

Data

1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

2. The Supplier may collect certain information about Consumer Users in connection with this agreement via Pairly Pro, as set out in the then-current version of the Supplier's privacy policy, available at [COMPANY WEBSITE URL] ( Usage Data).

3. By entering into this agreement, and accessing, using Pairly Pro, the Customer agrees:

   1. the Supplier is a controller for the purposes of the Data Protection Legislation;

   2. without prejudice to the generality of Clause 4.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data (including Usage Data) to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer this data in accordance with this agreement; including in relation to the role outlined in Clause 4.3(a).

Exclusivity

1. Any Availability Enquiry raised by a Consumer User using Pairly Pro via your Website shall be solely available to you for your acceptance or rejection for a maximum period of 14 Business Days, following which the Availability Enquiry shall be deemed to be rejected.

2. Where an Availability Enquiry is rejected or deemed to be rejected in accordance with Clause 5.1 and subject to the Consumer User’s having given consent to the same, Pairly reserves the right to offer the Availability Enquiry to the Pairly Community.

Your responsibilities

1. You shall:
   1. be responsible for set up on Pairly Pro on your Website in accordance with the Documentation
   2. comply with all applicable laws and regulations with respect to its activities under this agreement;
   3. comply with Pairly’s Acceptable Use Policy at all time;
   4. carry out all of your responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, Pairly may adjust any agreed timetable or delivery schedule as reasonably necessary;

      1. notify Pairly as soon as it becomes aware of any unauthorised use of Pairly Pro or Data by any person.

2. Subject to 12.3, you are responsible and liable for all uses of Pairly Pro resulting from access provided through your Website, including acts and omissions of Consumer Users in connection with the Website and their use of Pairly Pro.

3. You shall monitor the use of Pairly Pro via the Website for any activity that breaches applicable laws, rules, and regulations or any terms and conditions of this agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of Pairly Pro from further use of Pairly Pro.

Audit

1. Pairly, or its representative, may physically or remotely monitor and audit your use of Pairly Pro to ensure you are complying with the terms of this agreement.

Fees

1. You shall the Fee calculated in accordance with the Commercial Summary in accordance with the Billing Terms.

2. All Fees and amounts stated or referred to in this agreement:

   1. Shall be payable in pounds sterling;

   2. are, subject to clause 12.2(b), be non-cancellable and, in the absence of manifest error, non-refundable;3.1(a)

   3. exclusive of VAT which shall be added to the Supplier’s invoice(s) at the appropriate rate.

3. If you fail to make any payment due to Pairly under this agreement by the Payment Due Date then, without limiting Pairly's remedies under lause 14, you shall pay interest on the overdue amount at the rate of [4]% per annum above the Bank Of England’s base rate as may vary from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

Confidentiality and publicity

1. Each party shall, during the term of this agreement and for a period of 2 years thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisers, any permitted assignees under this agreement or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party.

2. For the avoidance of doubt:

   1. Pairly Pro shall be considered the confidential information of Pairly for the purposes of this agreement,

   2. an Availability Request shall be considered confidential information of the Customer until rejection or deemed rejection takes place in accordance with Clause 5.1.

3. Pairly shall be entitled to reference you as a customer of Pairly in Pairly's general marketing literature, including on Pairly's website and other online platforms. The reference to you for these purposes may include a reference to your corporate name and to any of its trade names and trademarks.

4. Save as provided for in 9.3, no party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

Systems and security

1. You are responsible for:

   1. the operation and security of the Website;

   2. ensuring that all settings selected within Pairly Pro are set correctly in accordance with your needs;

   3. proper integration of Pairly Pro with your Website;

   4. shall ensure that the Website complies with any relevant specifications required to enable Pairly to perform the Services provided by Pairly from time to time; and

   5. shall be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from the Website to Pairly Pro and other Pairly services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

   6. will take reasonable steps to:

      1. secure Pairly Pro (including all copies thereof) from infringement, misappropriation, theft, misuse of unauthorised access; and

      2. prevent the introduction of any Virus or Vulnerability into Pairly's network and information systems (including Pairly Products), via yours (or the Consumer User's) use of Pairly Pro or otherwise.

   7. the appointment, removal and general management of administrators or authorised users from your organisation to conduct all necessary functions for your use of Pairly Pro.

Pairly Pro warranties

1. Pairly:
   1. does not warrant that:

      1. your use of Pairly Pro will be uninterrupted or error-free;

      2. Pairly Pro and/or the Data obtained by you through Pairly Pro will meet the Customer's requirements;

      3. Pairly Pro and/or Data will be free from Vulnerabilities or Viruses.

   2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that Pairly Pro and Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

   3. the content displayed by Pairly Pro will be correct or accurate.

2. This agreement shall not prevent Pairly from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

3. Pairly warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

Limits of liability

1. Except as expressly and specifically provided in this agreement:

   1. You assume sole responsibility for results obtained from your use of Pairly Pro and Usage Data. Pairly shall have no liability for any damage caused by errors or omissions in any information obtained through Pairly Pro and Usage Data;

   2. You assume sole responsibility for any content displayed by Pairly Pro to Consumer Users where that content was either customised or provided by you, or where any part of that content was derived from any data provided by, or settings selected by you through your use of the Services;

   3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

   4. Pairly Pro and Usage Data are provided to you on an "as is" basis.

2. Except as expressly stated in 12.3:
   1. Pairly shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

      1. special damage even if Pairly was aware of the circumstances in which such special damage could arise;

      2. loss of profits;

      3. loss of anticipated savings;

      4. loss of business opportunity;

      5. loss of goodwill;

      6. loss or corruption of data, provided that this 12.2(a) shall not prevent claims for loss of or damage to your tangible property that fall within the terms of 12.2(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this 12.2(a); and

1. the total liability of Pairly, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the total Fees paid during the 12 months preceding the date on which the claim arose.

1. The exclusions in 12.1 and 12.2 shall apply to the fullest extent permissible at law, but Pairly does not exclude liability for:

   1. death or personal injury caused by the negligence of Pairly, its officers, employees, contractors or agents;

   2. fraud or fraudulent misrepresentation;

   3. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

   4. any other liability which may not be excluded by law.

2. All references to "Pairly" in this 12 shall, for the purposes of this clause and 20 only, be treated as including all employees, subcontractors and suppliers of Pairly and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with 20.

Intellectual property rights

1. You will promptly notify Pairly if you become aware of any infringement of any Intellectual Property Rights in Pairly Pro and will fully co-operate with Pairly in any legal action taken by Pairly to enforce Pairly's Intellectual Property Rights.
   

2. You acknowledge that all existing and future Intellectual Property Rights in Pairly Pro, Usage Data and Supplier Marks, belong and shall belong to Pairly or its lawful licensors (as the case may be), and you shall have no rights in or to the same other than the right to use it in accordance with the terms of this agreement.

Termination

1. Either party may terminate this agreement at any time by delivering written notice to the other party or, where possible, selecting the termination option via the Services.

2. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

3. On termination for any reason:

   1. all rights granted to you under this agreement shall cease;

   2. you shall cease all activities authorised by this agreement;

   3. you shall immediately pay to Pairly any sums due to Pairly under this agreement; and

   4. you shall immediately remove Pairly Pro and delete all copies of the Data in its possession, custody or control and, in the case of deletion, certify to Pairly that it has done so.

4. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

Sub-licensing

1. You shall not:

   1. sub-license, assign or novate the benefit or burden of this agreement in whole or in part;

   2. allow Pairly Pro or Usage Data to become the subject of any charge, lien or encumbrance; and

   3. deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of Pairly, such consent not to be unreasonably withheld or delayed.

2. Pairly may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to you.

Waiver

1. 1. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Entire agreement

1. This agreement and the Pairly Terms of Use and Subscription Agreement for Provider Accounts constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous statements, representations, warranties, agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

2. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Severance

1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

2. If any provision or part-provision of this agreement is deemed deleted under 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Third-party rights

A person who is not a party to this agreement shall not have any rights 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.

No partnership or agency

1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.

Notices

1. Any notice given to a party under or in connection with this agreement shall be in writing and sent to the party to the email and/or addresses set out in [ ] or the registered office address of a party.
   

2. The following table sets out methods by which a notice may be sent and its corresponding deemed delivery date and time:

1. This clause does not apply to the service of any proceedings or any other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Governing law and jurisdiction

1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).