INKDESK TERMS AND CONDITIONS FOR PUBLISHERS

Last updated: July 17, 2023

1. WHO IS INKDESK? WHO SHOULD READ THIS AGREEMENT?

Response IQ LTD trading as Inkdesk, with registered address at 124 City Road

London EC1V 2NX and with the Company Number 09951115, [hereinafter referred to as the “COMPANY”] provides a platform that facilitates the marketing activities between brands and publishers.

When You submit Sign-up Form, when you access and use Inkdesk Platform and Inkdesk Services, You, as the Individual named in the Sign-up Form (hereinafter referred to as the “Publisher”) agrees to join the Inkdesk Platform to carry out marketing activities in compliance with the rules as specified in this Agreement [hereinafter referred to as the “AGREEMENT”].

You hereby warrant that you have read this Agreement and agree to be bound by it by submitting the Sign-up Form.

2. DEFINITIONS

2.1 The following definitions and rules of interpretation apply in the context of this Agreement:

“Admin” means a single Authorised User with full access to, and/or control of, the Publisher Account and who is legally authorised to act on behalf of the Publisher;

“Agreement” means this Agreement;

“Publisher” means an Individual, company, partnership or unincorporated association that enters into a contractual relationship with the Company to join the Platform to be marketed, and/or to have its Products marketed and to use other Services;

“Publisher Account” means the respective account of the Publisher;

“Publisher Materials” includes, but not limited to; images, text, video, podcast, trademarks, advertising content, content briefs, content ideas, data or other material provided by or under the instructions of an Publisher to Company, and/or Publisher;

“Publisher URLs” means URL links to any websites, apps or services provided by the Publisher;

“Advertising Standards” means any applicable advertising laws, regulations or standards, data laws relating to advertising any generally accepted self regulatory codes of practice, and any related guidance or best practice advice;

“Sign-up Form” means the sign-up form that each Publisher needs to fill out and submit to join the Platform and use Services;

“Maximum Budget” means the amount of money the Brand agrees to spend on using Services and to participate in the Platform. Depending on the type of campaign this may be a one-time budget or a monthly rolling budget;

“Safety Net Budget Cap” means a Brand defined amount of the Maximum Budget that when reached the Brand gets the option to review the campaign performance and if to approve the additional budget up to the Maximum Budget;

“Business Day” means a day other than a Saturday, Sunday or national public holiday in England;

“Campaign” means an ongoing marketing program run by a Publisher on the Platform, for the purposes of promoting the Publisher and/or its Products in accordance with the Agreement set out in this Agreement;

“Campaign Terms” means any Agreement, including CPC rate or other requirements imposed by af Publisher on those who participates in its Campaign;

“Company” means Response IQ LTD trading as Inkdesk, with registered address at 124 City Road, London, EC1V 2NX and with the Company Number 09951115

“Click” means the intentional and voluntary following of a Link by a Visitor as part of marketing services as captured and reported by the Platform;

“Confidential Information” means any information disclosed by or relating to a party, including: information arising during the Term of this Agreement; information about a party’s business affairs; information about a party’s operations, products or trade secrets;

information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which:

(i) is marked or identified as confidential; or

(ii) would be regarded as confidential by a reasonable business person;

“Content” means any marketing material including images, logos, products, promotions, advertisements, podcasts, social media posts and other materials or information;

“Commissions” means the amount paid to the Publishers based on the CPC Rate as described in section 7 and 10 of the Agreement.

“CPC Rate” means a Commission earned per valid Click;

“Data Regulation” means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including the GDPR or ePrivacy and for US citizens, FTC Guidance, US state and federal legislation relating to data privacy and security;

“Effective Date” means the date of acceptance of the Sign-up Form by Company;

“ePrivacy” means the Privacy and Electronic Communications Directive 2002/58 (including any replacing or superseding legislation);

“FTC Guidance” means the published cases and guidelines from the United States Federal Trade Commission, including without limitation the guidance on substantiation of claims, privacy, data security, native advertising and disclosure guidance for influencers and spokespeople;

“GDPR” means the EU General Data Protection Regulation 2016/679;

“Intellectual Property Rights” means all copyrights and related rights, patents rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including any database rights in the Platform), topography rights, moral rights, rights in confidential information (including know- how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Link” means a hyperlink from a Promotional Space to a Brand URL;

“Notice Period” means the time in between an email notification of an upcoming change, including but not limited to CPC Rate updates, and the change coming into effect;

“Platform” means the marketing Platform consisting of Publishers and Brands operated by the Company to facilitate marketing activities;

“Publisher” means a Person that enters into an agreement with Company to join the Platform to market the Products of Publishers. They are the operator of a Publisher Service;

“Product” means a product, service or equivalent that an Publisher offers for sale/use on any Publisher URL;

“Promotional Space” means any advertising inventory appearing on the Publisher Service, or means of delivering Publisher Materials enabled by the Publisher Service;

“Publisher Service” means a website, application, service, or social media account run by a Publisher to be used to market and promote Brands and their respective Products;

“Service Fee” means the 30% Service Fee deducted from the total amount to be paid to the Publisher.

“Suspension” means the suspension by Company of the Publisher’s participation in the Platform for a period of time, including the following:

(i) preventing the Publisher from accessing and using the Platform and Services;

(ii) removing any Publisher Materials from the Publisher Service and “Suspend” shall be interpreted accordingly;

(iii) ceasing to track Clicks;

“Term” means the terms of this Agreement from the Effective Date until its termination;

“Visitor” means any Person who follows a Link.

2.2 If there is a conflict between the Sign-up Form and the Agreement, the Agreement shall prevail.

3. ACCEPTANCE OF THE AGREEMENT BY THE PUBLISHER

By submitting the Sign-up Form, the Publisher agrees that this Agreement will govern the access to the Platform, provision of Services and the contractual relationship between the Company and the Publisher.

The Publisher cannot subject its acceptance of this Agreement to any condition and any changes made or any conditions imposed by the Publisher, regardless of the means, shall be void.

4. FILLING OUT THE SIGN-UP FORM AND OBLIGATIONS OF THE PUBLISHER

The Publisher must fill out the Sign-up Form to be able to join the Platform and use its Services.

The Publisher must provide all mandatory data fields specified in the Sign-up Form. This may include name, business address, email address and password.

The Company has sole discretion as to the content and mandatory fields in the Sign-up Form.

Upon approval of the Sign-up Form, an account in the Publisher’s name (hereinafter the “Account“) will become active and the Publisher will manage his or her use of the Services in a form and according to the technical means that Company deems the most appropriate for rendering said Services.

The Publisher hereby warrants that all information provided by the Publisher is accurate, current, truthful and not misleading.

The Publisher undertakes to update this information in his Account in case of modification, so that it always corresponds to the above-mentioned criteria.

The Publisher hereby warrants that it will use the Services for its own business activities and not to allow any third party to use them in his place or on his behalf, unless he bears full responsibility.

The Publisher is responsible for maintaining the confidentiality and security of his login and password, any access to the Platform using the latter being deemed to be made by the Publisher. In such a case, the Publisher must immediately get in touch with the Company.

5. DESCRIPTION OF SERVICES

In accordance with the terms of the Agreement, the Company grants Publisher access to its Platform and allows the Publisher to use its Services as described below:

A. Offering publisher materials

The Company, with its auto-matching and discovery (search) technology, provides Publishers with the opportunity to view and apply to Campaigns run by Brands, apply to participate in them, monetize their content and Publisher materials and then get paid for every Click the Brand receives. We also provide the ability to find and request new Brands to join the platform.

The Publisher may offer Brands his/her publisher materials, i.e. mainly sponsored content created by the Publisher in which the Brand’s brand, products or services are referred to in a natural way.

The Publisher can offer to market Brands, and/or their products/services by applying to participate in a Campaign. The Company and/or Brand may accept or refuse such applications.

Control over the tone of voice and general content of the article in line with a Brand's brief lies solely with you, the Publisher, and you own the content. If there are any factual issues with the article, then the brand is suggested to use the messaging function to contact you, the Publisher, to rectify. We advise following the brief as specifically as possible to ensure the main facts and points are covered, but how you write the content is entirely the decision of the Publisher. We advise the Brand to not contact the Publisher regarding the content or tone-based changes unless prior arrangements have been agreed upon. The Company may review ongoing messages between Brands and Publishers to allow The Company to offer proactive guidance and assistance for a better experience.

Once a Brand accepts the campaign, the Brand may not seek the article's removal or the campaign's premature termination, unless the Publisher breaches the terms of service or significantly deviates from the agreed-upon brief. In the absence of such situations, the Brand will be responsible for campaign expenses up to the earliest of the following: the safety net budget cap, the first 30 days of clicks, or the maximum budget if no safety net budget cap has been set. Should a Brand be dissatisfied with a published article, it is recommended to contact The Company, Inkdesk, for assistance in resolving the issue.

B. Offering Content Ideas & Briefs to Brands

The Publisher can offer its Content Ideas & Briefs to the Brands on the Platform.

The Company enables the Publisher to make modifications to the Media, Content and Content idea & Brief it offers via the Platform. Any modifications made will have no effect on the validity of this Agreement, which will continue to apply to the offers by the Publisher.

The Publisher, via their Personal Portal, has access to all the information related to the campaigns they are participating in and can track progress of the campaigns in real time.

C. Advertising and Promotion of Publisher Content by the Company

The Company advertises and promotes the Publisher’s content, content ideas and other offerings by:

Searching Brands and matching them with the most relevant offers by the Publishers and displaying them with the publisher materials provided by the Publisher via the Platform, using any presentation materials, content, logos, visuals and, more generally, promotional documentation relating to the Media communicated by the Publisher;

Collecting Campaign Orders made by the Brands and then providing the Publisher with the Campaign orders

D. Access to Database of Publications & Brands

The Company shall provide the Publisher with access to a database of Brands.

This access extends to carrying out advanced search for Brands via key data points.

6. ACCEPTANCE OF THE OFFER BY THE BRANDS

Upon the publication of an agreed-upon article, The Publisher agrees to keep it live for a minimum of 30 days, provided that neither the Safety Net Cap Budget nor the Maximum Budget has been reached. If the Safety Net Cap Budget is reached within the first 30 days, and the Brand declines to approve additional spend up to the Maximum Budget, or if the Maximum Budget is reached, The Publisher may, at their discretion, remove the article and/or any tracked links and monetization after a period of one business day, or immediately if the Brand explicitly rejects any additional spend via the Platform.

7. CLICKS & COMMISSIONS

7.1 The amount of any Commissions and owed payment shall be displayed on the Platform on the dashboard summary, and within each individual campaign. Commissions to be paid to the Publisher will be calculated based on the CPC Rate. The number of Clicks will be calculated as described in section 11 of this Agreement.

7.2 The Company reserves the right to cancel any Campaigns Immediately on non-payment or late payment by the Brand.

7.3 Brands may request to increase or decrease their Campaign CPC Rate at any time but such changes will not come into effect until agreed by both parties.

7.4 The Maximum Budget allocated to a Publisher for a Campaign may increase at any time.

7.5 Commissions shall only be due for payment for the Clicks procured in accordance with section 11 of this Agreement and with any applicable Campaign Terms.

7.6 Without prejudice to any other rights or remedies of the Company, if the Company suspects on reasonable grounds that any Commissions paid under this Agreement have been generated in breach of this Agreement, it may deduct the amount of such Commissions from any future payments to be made to the Publisher or request that the Commissions are returned.

7.7 The Publisher and Brand may transact in a currency other than the Publisher's local currency as defined on Inkdesk (the Platform). In such cases, the Publisher agrees to receive income for clicks generated in accordance with section 11, in the Brand's local currency. Inkdesk will provide an estimate of potential earnings in the Publisher's local currency using a fixed daily exchange rate determined at 8 am GMT, for illustration purposes only. The Publisher acknowledges that Inkdesk is not responsible for currency fluctuations that may impact their local currency earnings. On the 28th of each month, Inkdesk will convert non-local currency earnings to the Publisher's local currency for payout, as specified in the Publisher's local currency payout details.

8. DURATION OF SERVICES

The Publisher subscribes to the Services for an indefinite period.

The Publisher may unsubscribe from the Services at any time by sending a request to this effect to Company by email in accordance with sections 20 and 21.

The unsubscription is effective within a maximum of 3 months from this request. It leads to the automatic deletion of the Account.

Company also reserves the right to close and delete any Account that remains inactive for a continuous period of 24 month and after not having received an answer to the notification from the Publisher.

Any deposit of money by the Publisher on his account, under the conditions provided for in Section 8 below, expires after two years from the date of deposit. At the Publisher’s request, the Company may, at its sole discretion, decide to postpone the expiry date of deposits on a case-by-case basis.

9. PAYMENT TERMS

Prices for Services

The service prices are displayed in the summary of the order.

Commissions to be paid to the Publishers on the basis of CPC rates shall be calculated in accordance with section 7 and 11 of this Agreement.

Payment time

The Publishers shall be paid the whole sum owed to them from the current period on 28th of the month for all activity from the 28th of the previous month up until 23:59 GMT of the 27th, accumulated from all live Campaigns. If the 28th falls on a bank holiday or another non-bank working day. It will be paid on the next business day.

10. SERVICE FEES DEDUCTED FROM THE TOTAL AMOUNT OWED TO PUBLISHERS

The Company charges the Publisher 30% service fee for the amount to be paid to the Publisher.

This 30% Service Fee will be deducted from the publisher’s account balance before being made available to the Publisher.

The publisher may bear additional charges, fees and taxes for withdrawal of payment. The company hereby disclaims all liability for any other deductions, fees or taxes the Publisher may bear.

11. TRACKING AND MEASUREMENT OF CLICKS

The exclusive reference for the recording and determining of clicks within the campaign between the Publisher and the Brand will be the Clicks documented and supplied by the Company's proprietary tracking tool, in accordance with Campaign Terms. For clarity, a "Click" is defined as a session-unique, human-generated interaction originating from the body of an editorial article, resulting in an entry to an Advertiser's website. All final decisions regarding the eligibility of clicks are made by us.

No alternative methods of recording or identifying clicks will be accepted, irrespective of any agreement between the parties. A Click is deemed legitimate and will contribute to the Publisher's revenue only if it aligns with the Company's click-verification criteria, designed to exclude non-relevant traffic, such as crawlers, bots, and spiders. This criterion applies to every link tracked within the campaign.

The Company's click tracking method does not involve the use of cookies or full IP addresses, therefore, it has no bearing on a Publisher's cookie consent, compliance with GDPR, or similar legislation regarding the processing of personal data.

12. THE RELATIONSHIP BETWEEN THE PUBLISHER AND THE BRAND

The Publishers' participation in the Platform and access to and use of the Company’s Services does not establish any direct agreement and/or relationship between the Publisher and any Brand.

During the term of this Agreement, the Publisher warrants that it will not, directly or indirectly, enter or attempt to enter into any agreement, understanding, or other form of arrangement (whether express or implied) with any Brand where payments are made to the Brand (or vice versa) in respect of any marketing services (including but not limited to affiliate, display, programmatic, search, and email marketing) other than under this Agreement, without the Company’s prior written approval, unless an existing business relationship pre-dating this Agreement can be proven.

In addition, all Inkdesk-related communication between Publishers and Brands must occur and remain within our in-app messaging/inbox feature, unless there is explicit permission from us to move the conversation to email or other platforms. It is the responsibility of the concerned parties to obtain this approval, to ensure all communication stays transparent, traceable, and in accordance with the terms of this Agreement.

13. YOUR CONTENT AND INTELLECTUAL PROPERTY

The Publisher retains ownership of all intellectual property rights subsisting in its publisher materials/products, services and offerings.

Until the End Date of this Agreement, or if terminated in accordance with this Agreement, the Publisher grants a non-exclusive, worldwide, royalty-free, non-transferable licence to the Company to use the intellectual property rights in the products, services and/or any other materials in each case solely as provided by the Company to the extent required for the Company and/or the Publishers to perform the Services.

The Publisher shall use information and data obtained from and in connection with joining the Platform and/or using Services only for the purpose of this Agreement. Using this information and data for any other purpose, or disclosure of such information to third parties are strictly prohibited.

The Publisher and the Company hereby agrees that both parties may identify the other party in lists of clients or customers, and may use the other party’s name and logo in its own promotional and marketing materials.

Any other use shall be conditioned upon the prior written consent of the other party.

14. CONFIDENTIALITY

Confidential Information

For purposes of this Agreement, the term “Confidential Information” shall mean certain proprietary or confidential business or technical information which is disclosed by either party from and after the Effective Date until the expiration of this Agreement,

Confidential Information may include (although it is not limited to) project plans and implementation, product and service prices, customer information, financial results, marketing or strategic plans, business opportunities, research, development, know-how, personnel, specifications, data, samples, and prototypes, and all copies and derivatives prepared by the talent containing Confidential Information.

Obligations on the Parties

The Publisher and the Company shall not:

Use or disclose to any person, except to their professional representatives or as may be required by law or any legal or regulatory authority, the Agreement of this Agreement or any confidential information concerning the business or affairs of the Publisher/Company, or its products which may have or may in the future come to their knowledge; or use any such confidential information except as necessary for the performance of the Services in connection with this Agreement or make any announcement relating to this Agreement or its subject matter without the prior written approval of the Publisher/Company.

15. LIMITATION OF LIABILITY

In the event that the Company’s compliance with this Agreement is prevented by the acts or omissions of the Publisher, Company shall not be held liable for any losses the Publisher may incur.

The Parties hereby agree that the Company shall not be liable to the Publisher for:

loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of a Publisher; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

Unless specified to the contrary in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

In any event, The total liability of the Company in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the provision of Services and access to and use of the Platform as specified in these Terms shall not exceed the amount actually paid to the Publisher in the 3 month period preceding the date on which the claim arose.

The access to and use of the Platform and Services, and the results of such use are provided "as is" to the fullest extent permitted by law.

Company disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in relation to the Platform and Services and the results of the access to and use of the Services.

Company specifically disclaims any warranty:

that the use of Click Tracking Tool, the Platform and/or Services will be uninterrupted, accurate or error-free at all times;

that the Publisher URL will be formatted in the proper way;

that defects will be remedied;

in regards to the publisher materials, including any warranty that the Publisher Materials comply with Advertising Standards;

that the Platform is free of viruses or malicious code;

that any technical security measures deployed will be sufficient to prevent attacks;

in regards to any Publisher/its technology/its materials and any third party or its technology/materials; and regarding their correctness, accuracy, or reliability.

16. DISCLAIMER OF WARRANTIES FOR RESULTS

While Company makes its best efforts to provide its Platform and Services with utmost care and skill, the results obtained for each Publisher can vary greatly depending on many factors such as the market conditions, quality of publisher content, previous experience, individual skills, level of domain expertise and other factors.

By accessing the Platform and by using Services, the Publisher accepts that the Company does not guarantee or promise any particular result, outcome or achievement and the Publisher releases the Company of any liability for any failure and/or for failing to achieve any result that they hoped to obtain by accessing the Platform and by using the Services.

17. WARRANTIES

Company and the Publisher warrants that:

It has full power and is legally authorised to enter into these Terms;

It will carry out its obligations under these Terms in compliance with all applicable laws and using reasonable skill and care; and

It will not make any false, misleading or disparaging representations or statements regarding the other party.

It possesses all licences and approvals required for the performance of its obligations under these Terms;

Particularly, the Publisher warrants that:

All information submitted by the Publisher in the Sign-up Form or on the Platform is true, accurate, up-to-date, complete and not misleading;

It shall comply with all relevant tax laws;

It shall not use the Platform and/or Services or any part of it to build a product or service which competes with Company;

The Publisher shall indemnify, defend and hold harmless Company (including its directors, employees, agents, contractors and other personnels), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against Company arising out of or related in any way to any breach by the Publisher of any of the warranties.

18. PROHIBITED ACTIVITIES

The Publisher agrees that it will not involve in any prohibited activities specific below:

Use of our website, content or services for any unlawful purpose,

To solicit others to involve in any unlawful acts,

To infringe upon any Intellectual Property Rights, whether our IP rights or that of others,

To submit false, inaccurate or misleading information,

To harass, intimidate, abuse or insult anyone,

To interfere with or circumvent the security features we put in place,

To attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our Services.

19. OBLIGATIONS RELATED TO INTELLECTUAL PROPERTY RIGHTS

Our Website, Services and Content are and remain our property or the property of our licensors.

You shall not, and/or shall not enable any other party to:

(a) Reverse engineer or attempt to extract the source code of our Website except as allowed under law;

(b) Licence, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of our Website and Content;

(c) Launch or cause to launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Website or data;

(d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include Company Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work;

(e) use Company Names, Marks, or Works as your social media profile picture or wallpaper;

(f) purchase keywords (including, but not limited to Google AdWords) that contain any Company Names, Marks, or Works; or

(g) apply to register, reference, use, copy, and/or claim ownership in Company’s Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works; except as may be permitted in the limited licence granted above.

20. LINKS TO THIRD PARTY WEBSITES

Company shall in no case be held responsible for the technical availability of websites operated by third parties (including its possible partners) to which the Publisher would have access through the Platform.

Company assumes no responsibility for the content, advertising, products and/or services available on such third-party sites, which are governed by their own terms of use.

21. OBLIGATIONS OF THE COMPANY AND THE PUBLISHER

Obligations of the Publisher

The Publisher warrants that, in his use of the Services, it will comply with all the laws and regulations applicable and not to infringe the rights of third parties or public order.

The Publisher undertakes to provide the Company with all necessary documents, elements, data and information to make its Platform accessible and to provide its Services.

Publisher acknowledges that the provision of the Services requires that they are connected to the Internet and that the quality of the Services depends directly on this connection, for which they are solely responsible.

Obligations of the Company

The Company warrants that:

It will provide the Services diligently, with due care and reasonable effort and according to the rules of the art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Publisher expressly acknowledges and accepts.

The Company does not provide the Publisher with any guarantee or promise of specific results as to the suitability of the Services to his needs, expectations or constraints.

The Company shall not be held responsible for the non-performance or delay in the performance of the Services due to circumstances beyond its control or to a case of force majeure, it being expressly specified that the following, though not exhaustive, are considered as cases of force majeure:

Accidents,

Strikes and work stoppages,

Acts of war or terrorism and/or any other type of civil or military disturbances,

natural catastrophes and acts of God,

Interruptions, unexpected malfunctions of utilities, communications, or computer (including software and hardware) services, and loss thereof.

The Company shall comply with the laws and regulations in force and not to undermine public order.

In any event, the Company’s liability is expressly limited to the direct damages suffered by the Publisher and may not exceed the total amount of the price paid by the latter for the Services concerned.

22. TERMINATION OF THE AGREEMENT AND SUSPENSION OF THE PUBLISHER FROM THE PLATFORM

22.1 This Agreement shall become effective on the date on which the Company approves the Application by the Publisher and shall continue until terminated in accordance with its terms.

22.2 Either party may terminate the Agreement on 7 Business Days’ written notice to the other party without having to provide any specific reasons.

22.3 Either party may terminate the Agreement immediately on written notice to the other party, if:

22.3.1 the other party is in material breach of this Agreement and its Terms;

22.3.2 the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, or proposes or enters a compromise with such creditors; or any similar or analogous event occurs.

22.4 Company may terminate this Agreement or Suspend the Publisher’s account and its access to and use of the Services, immediately on written notice, if the Publisher:

22.5 is reasonably suspected by Company to have breached any of the warranties at clauses specified in the Agreement;

22.6 The Company reserves the right to terminate this Agreement, immediately effective upon written notice, if the Publisher undergoes a change of control.

23. CONSEQUENCES OF THE TERMINATION AND SUSPENSION

Effects of Suspension

The Publisher is not permitted to access the Platform;

Company may deactivate any Links and remove any Published Materials from the Publisher Service (to the extent it is able).

Effects of the termination of the Agreement

The Publisher may remove any Publisher Materials from the Publisher Service;

Company may deactivate any Links and remove any Publisher Materials from the Publisher Service (to the extent it is able);

Each party will return or at the other party’s option destroy all confidential information in its possession within five Business Days; and

The Publisher will pay all outstanding invoices due;

Termination of this Agreement will not affect any existing rights or remedies.

24. SUBCONTRACTING

The Company reserves the right to use the subcontractors of its choosing to carry out its business activities, to provide access to its platform and to make its Services available. In any event, the Company shall remain solely responsible for the proper performance of the Services specified in the Agreement.

25. ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive agreement between the parties. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter.

26. GENERAL TERMS

The Company has the sole discretion to approve or reject the Application submitted by the Publisher.

This Agreement shall be binding and shall govern the whole contractual relationship between the Company and the Publisher. This Agreement shall enter into force upon the approval of the Application by the Company.

Any changes made to this Agreement shall be invalid and the Agreement as provided by the Company shall prevail over any changes the Publisher may try to introduce.

Any individual filling out the Sign-up Form hereby warrants that they are 18 or over and that they have all necessary authority to enter into a legally binding agreement on their behalf and/or the Publisher.

Company can unilaterally change the terms of this Agreement on 14 days’ notice to the Publisher.

Certain functionalities or services provided by Company or third parties may be subject to additional terms. Such terms will be communicated to the Publisher before those functionalities or services are made available, including by displaying on the Platform.

Company has the right to set off any liability of the Publisher against any liability of itself.

No party will be liable for any breach of this Agreement arising from circumstances beyond its reasonable control (a “Force Majeure Event”).

The Publisher warrants that it will not assign or subcontract its rights or obligations under this Agreement in whole or part without Company’s prior written consent.

A Person who is not a party to this Agreement will not have any statutory rights under or in connection with it.

This Agreement constitutes the entire agreement between the parties relating to its subject matter.

This Agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction.

27. INDEMNIFICATION

In addition to any other indemnification obligations as set forth in this Agreement, the Publisher ( as the “the Indemnifying Party”) shall indemnify and hold harmless Us, our partners, our directors, our employees and all our personnel (each “an Indemnified Person”) from and against any and all demands, claims, causes of action, losses, damages, liabilities, costs, and expenses (including, without limitation, attorneys’ fees) asserted by any third party against an Indemnified Person, resulting from any breach of the Indemnifying Party’s representations and warranties, any breach or non-fulfillment in the performance of the Indemnifying Party’s covenants and agreements, or negligence by the Indemnifying Party or an agent or independent contractor of the Indemnifying Party in connection with the performance of the Indemnifying Party’s covenants and agreements hereunder.

28. DISCLAIMER OF LIABILITY FOR ACCURACY OF CONTENT ON OUR PLATFORM

The Company does not provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Platform for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

29. NOTICES

In relation to the communication between the Parties, the following applies:

A notice displayed by the Company on its Platform shall be deemed to have been received at the time when it is displayed.

The Publisher can communicate with the Company via the following ways:

-Post: Delivered by the Publisher by pre-paid first-class post or recorded delivery post to the Company at the Company’s registered office.

-Email: The Company’s email address at: hello@inkdesk.com