The Quote Order Form is an agreement between the Customer and Real Media Group Holdings Ltd, subject to these terms and conditions (the “Terms”; together with the terms and conditions on the face of the Quote Order Form and each exhibit or schedule attached hereto or incorporated herein by reference, the “Agreement”). This Agreement constitutes the sole and entire agreement of the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter hereof. The Agreement expressly limits Customer’s acceptance to the terms of the Agreement. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Customer’s general terms and conditions of sale or any other document issued by Customer in connection with this Agreement.

In addition to these Terms, your use of the Real Media Group Platform is governed by our Privacy Policy. You agree to the collection, use and sharing of your information by Real Media Group Holdings Ltd as set out in the Privacy Policy, which may be amended by us from time to time.

1. Definitions

Capitalised terms not otherwise specified on the Quote Order Form or in this Agreement have the following meanings:

“Real Media Group,” “we” or “us” means (i) Real Media Group Holdings Ltd .

“Real Media Group Platform” means a platform designed for the production and publication of customers online magazines, brochures, catalogues, and other interactive content experiences.

“Commencement Date” means the Quote Order Form Commencement Date indicated on the Quote Order Form.

“Customer Data” means all information that you submit or collect via the Real Media Group Platform Service.

“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Real Media Group Platform Service.

“Initial Term” means the initial term of this Agreement specified on the Quote Order Form. “Intended Purpose” means the production and hosting of online magazines, brochures, catalogues, and other interactive content experiences in the format dictated by the requirements of the Real Media Group Platform.

“Intellectual Property Rights” means copyrights, rights in the nature of copyright, trademarks, service marks, database rights, design rights, inventions, patents, applications or registrations or any of the foregoing, renewals and extensions of any of the foregoing, rights in respect of confidential information, and all other intellectual property and intangible rights of any description in any part of the world, whether now known or in the future created.

“Quote Order Form” means the Quote Order Form executed by Real Media Group Holdings Ltd and the Customer, including any subsequent agreed amendment, revision or replacement, detailing the Real Media Group Platform Service and additional features for which you have ordered. “Experience” means a single ‘piece’ created (but not necessarily published) by using the Real Media Group Platform.

“Page View” means each time any page of a published experience is viewed within a desktop or mobile browser, as well as within an embedded website, social site, or native app.

“Renewal Term” means a renewal term greater than the duration of the Initial Term, unless otherwise specified in an Quote Order Form or, mutually agreed between Real Media Group Holdings Ltd and the Customer.

“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

“Quote Order Fee” means: (i) with respect to the Initial Term, the aggregate fees set forth on the Quote Order Form; and (ii) with respect to any Renewal Term, such aggregate fees, as may be adjusted on a pro rata basis to account for variation in the duration of any Renewal Term, and/or pursuant to our mutual agreement.

“Real Media Group Platform Service” means our web-based design and content creation, marketing and statistical tools and applications that you have subscribed to by a Quote Order Form, operated and maintained by us within the Real Media Group Platform.

“Term” means the term of this Agreement, including each Renewal Term.

“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Real Media Group Platform Service.

“You” or “Customer” means the person or entity identified in the applicable billing statement or Quote Order Form as the customer

2. The Real Media Group Platform Service

1. 2.1. Access. During the Term, we will provide you use of the Real Media Group Platform for the Intended Purpose, and for no other purpose, in accordance with this Agreement.
2. 2.2. Limits. Limits will apply to the specific job detail as specified in the Quote Order Form. Additions in excess of the specific job detail may result in an increase in the Fee, or, payable by way of an additional monthly invoice, if agreed to by the parties.
3. 2.3. Modifications. We may modify the Real Media Group Platform Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. We will not make changes to the Real Media Group Platform Service that materially reduce the functionality of the Real Media Group Platform Service provided to you during the Term.
4. 2.4. Additional Features. You may avail of additional features of the Real Media Group Platform Service by agreeing to a new Quote Order Form.

3. Customer Availability

1. 3.1. Availability. Our goal is to make the Real Media Group Platform Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance. We strive to achieve no less than 99.995% uptime for all published experiences, although there is always the possibility of something happening outside our control.

4. Fees and Payments

1. 4.1. Quote Order Fees. The Quote Order Fee is payable by you, and fully earned by us, 30 calendar days from the Invoice Date until each Renewal Term thereafter, or for so long as this Agreement continues. Where a price change applies to you, we will charge or invoice you under the new price structure from the date upon which you have signed and returned a revised Quote Order Form, at which point we will implement the change.
2. 4.2. Quote Order Fee Increase. We reserve the right to increase the Quote Order Fee with effect from the end of the Initial Term or any Renewal Term.
3. 4.3. Payment against invoice. If you are paying for additional chargeable services incurred in addition to the Quote Order, we will invoice you on completion of the Quote Order for the additional chargeable services. Quote Order Invoiced Fees are due and payable 30 calendar days from the date of invoice, unless otherwise specified in the Quote Order Form.
4. 4.4. Payment Information. All payment obligations related to a Quote Order Form Acceptance are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. In the event that payment is not made in accordance with this Agreement, you will remain liable to make payment but we reserve the right to terminate or restrict the Real Media Group Platform Service until payment is made.
5. 4.5. Sales Tax. All fees are exclusive of any applicable sales taxes, which we will charge as applicable to the Customer. Where required, you agree to pay any taxes applicable to your use of the Real Media Group Platform Service, including all sales, use, value-added, transfer, and telecommunications taxes. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state or, evidence that you have no relevant business entity located in the United Kingdom.
6. 4.6. Late Payments. Customer shall pay interest on all late payments at the lesser of (i) 1.5% per month or (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Real Media Group Holdings Ltd for all costs incurred in collecting any late payments, including, without limitation, legal fees.

5. Quote Order Renewal

1. 5.1. This Agreement may be renewed or extended by the mutual agreement between Real Media Group Holdings Ltd and the Customer. Either party will give written notice of non-renewal, which must be sent no more than 60 days but no less than 30 days in advance of the end of the Agreement or the then current Renewal Term, as applicable. Each Renewal Term is subject to this Agreement and to the renewal pricing provided for herein, unless otherwise specified in a revised Quote Order Form.
2. 5.2. Should you decide not to renew, you should send the notice of non-renewal by email to accounts@realmedia.group.

6. Real Media Group Holdings Ltd Proprietary Rights

1. 6.1. This is an Agreement for access to and use of the Real Media Group Platform Service, solely during the Term, and you are not granted a license to any software by this Agreement.
2. 6.2. We retain all ownership rights in the Real Media Group Platform Service. You agree not to copy, or create derivative works based on the Real Media Group Platform or the Real Media Group Platform Service in whole or in part, by any means.
3. 6.3. We encourage all customers to comment on the Real Media Group Platform Service and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Real Media Group Platform Service, without payment to you.

7. Customer’s Proprietary Rights; Aggregation of Data.

1. 7.1. As between you and us, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data.
2. 7.2. We may monitor use of the Real Media Group Platform Service by all of our customers and use the data gathered in an aggregate and anonymous way. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
3. 7.3. We will maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in accordance with applicable regulatory requirements.

8. Limitations on Use. By using the Real Media Group Platform, you agree to the following conditions of use:

1. 8.1. You shall use it solely for the Intended Purpose, during the Term, and in accordance with all limitations and requirements set out in this Agreement, and shall be solely responsible for all activity associated with your account, including, without limitation any posted data, text, links, video files, photos, or any other content (collectively, the “User Content”).
2. 8.2. You represent and warrant that all User Content that you provide to the Real Media Group Platform Service shall be your wholly original material (except for material that you are using with the permission of its owner), and does not infringe any copyright, trademark or other rights of any third party including without limitation any rights of privacy or publicity.
3. 8.3. You will not use the Real Media Group Platform Service to collect, manage or process Sensitive Information, and we will have no liability of any kind if you breach this requirement.
4. 8.4. You shall be solely responsible for keeping a duplicate copy of all User Content; we do not accept any responsibility or liability for the loss of your User Content.
5. 8.5. You shall not share your password with any third party or publicly disclose it or permit any third party to access the Real Media Group Platform Service using User Information.
6. 8.6. You shall notify us immediately of any breach of security or unauthorised use of your account.
7. 8.7. You shall not use the Real Media Group Platform Service for any illegal or unauthorised purpose.
8. 8.8. You shall not attempt to hack, destabilise or adapt the Real Media Group Platform or its source code, or transmit worms, viruses or any code of a destructive nature to the Real Media Group Platform or its users.
9. 8.9. You shall not, without our prior express written permission, use any high-volume automated means (including but not limited to robots, spiders and scripts) to access the Real Media Group Platform Service.
10. 8.10. You are solely responsible for obtaining and maintaining all equipment and services needed for access to and use of the Real Media Group Platform and for paying all charges related to them.

9. Publicity

1. 9.1. You grant us the right to add your name, company logo and sample content to our customer list, portfolio and website, unless otherwise precluded by prior written agreement.

10. Indemnification

1. 10.1. You will indemnify, defend and hold us harmless against any Action brought against us (and our officers, directors, employees, or agents) by a third party to the extent that such Action is based upon or arises out of (i) your negligence or misconduct in the use of the Platform, or (ii) your use of Third-Party Products.

11. Disclaimers; Limitations of Liability

1. 11.1. We and our affiliates, agents or representatives make no representations about the suitability, reliability, availability, timeliness, security or accuracy of the Real Media Group Platform Service. Application programming interfaces (APIs) may not be available at all times. To the extent permitted by law, the Real Media Group Platform Service is provided “as is” without warranty or condition of any kind. Real Media Group Holdings Ltd disclaims all warranties and conditions of any kind with regard to the Real Media Group Platform Service, including all implied warranties or conditions of merchantability, or fitness for a particular purpose. We disclaim all liability with respect to Third Party Products.
2. 11.2. To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.

12. Termination, Suspension and Expiration

1. 12.1. Termination for Breach. Either party may terminate this Agreement for breach: (i) upon 30 days’ notice to the other party of a material breach of this Agreement, if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors.
2. 12.2. Suspension for Prohibited Acts. We may suspend any User’s access to the Real Media Group Platform Service, in our discretion, for: (i) use of the Real Media Group Platform Service in a way that violates applicable laws and regulations or this Agreement, or (ii) any instance of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
3. 12.3. Suspension for Non-Payment. We may suspend your access to all or any part of the Real Media Group Platform Service upon ten days’ notice to you of non-payment of any amount due. We will not suspend the Real Media Group Platform Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
4. 12.4. Suspension for Present Harm. If your website on, or use of, the Real Media Group Platform Service: (i) is being subjected to or used to engage in denial of service attacks or other disruptive activity, (ii) is creating a security vulnerability for the Real Media Group Platform Service or others, (iii) is consuming excessive bandwidth, or (iv) is causing harm to us or others, then we may immediately suspend all or any access to the Real Media Group Platform Service. We will try to limit the suspension to the affected portion of the Real Media Group Platform Service and promptly resolve the issues causing the suspension of the Real Media Group Platform Service.
5. 12.5. Effect of Termination or Expiration. Upon any termination or expiration of this Agreement, you will stop all use of the Real Media Group Platform Service. If you properly terminate this Agreement for breach, we will promptly refund any prepaid but unused fees covering use of the Real Media Group Platform Service after termination. If we terminate this Agreement for breach, you will promptly pay all unpaid fees due through the end of the Term. Fees are otherwise non-refundable.

13. General

1. 13.1. Amendment and Waiver. Any provision of this Agreement may be modified, amended, or waived only if such modification, amendment or waiver is approved in writing by Real Media Group Holdings Ltd and Customer. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
2. 13.2. This Agreement is governed by the laws of England without reference to conflicts of law principles, and the parties’ consent to the exclusive jurisdiction and venue of courts in London, England for all disputes arising out of or relating to this Agreement.
3. 13.3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
4. 13.4. Actions Permitted. Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one year after the cause of action has accrued.
5. 13.5. Compliance with Laws. Each party will comply with all applicable laws in the provision or use of the Real Media Group Platform Service. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
6. 13.6. Severability. If any part of this Agreement or an Quote Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
7. 13.7. Notices. Notice will be sent to the contact address set forth in the most recent Quote Order Form or applicable billing details (as such may be changed by notice given to the other party) and, will be deemed delivered as of the date of actual receipt. We may give electronic notices by general notice via the Real Media Group Platform Service and may give electronic notices specific to you by email to your email address(es) on record in our account information for you.
8. 13.8. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganisation, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganisation, sale of all or substantially all of its assets, change of control or operation of law.
9. 13.9. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods.
10. 13.10. Miscellaneous. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. The provisions of this Agreement which by their nature are intended to survive the termination, cancellation or expiration of this Agreement shall continue as valid and enforceable obligations of the parties, notwithstanding any such termination, cancellation or expiration, including without limitation the following sections: Real Media Group Holdings Ltd Proprietary Rights; Publicity; Indemnification; Disclaimers, Limitations of Liability; Termination, Suspension and Expiration; and General.

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