Terms of Service.

2. SERVICE.

2.1 Ordering. Bubbl hereby grants to the Customer for its sole benefit (including with respect to Authorised Users) for the Term, a non-exclusive, non-transferable or non-sub-licensable (save as permitted under this Agreement) and non-cancellable (save as permitted under this Agreement) licence to use the Services in its business, in accordance with and subject to the terms and provisions of this Agreement. The Customer undertakes not to connect to the Service using any other method, code or libraries other than the Bubbl Library.

2.2 Authorised Users. Each Authorised User shall be provided a separate login to the Service. An Authorised User’s login and password may not be shared with any other individual.

3. USE OF SERVICE.

3.1 Use of Service. Access to the Service is provided to the Customer via an applicable Order Form to access and use the Service during the Term and subject to the Service plans, parameters, and packages listed on the Order Form. Delivery of the Service occurs upon Bubbl’s delivery of the initial login to the Service to the Authorised User designated by Customer. If the Customer’s usage of the Service exceeds applicable usage limitations, the Customer must either (i) purchase an upgraded Service plan or package to allow for such increased usage, (ii) purchase additional volume capacity, or (iii) adjust usage of the Service so that the usage level is within the applicable limitations. Where Customer does not purchase an upgraded Service plan or package or adjust usage following notification from Bubbl, Bubbl may, at its sole discretion, suspend or terminate the Customer’s access to and use of the Service subject to the terms of Clause 4.3.

3.2 Customer responsibilities. Customer is responsible for access to and use of the Service by Customer and Authorised Users, and shall (a) access and use the Service only in accordance with this Agreement, the Documentation, and Applicable Laws, (b) be responsible for maintaining the confidentiality and for the use of the Authorised User logins and passwords, (c) promptly notify Bubbl of any breach of security or unauthorised access or use of Customer’s account on the Service or any loss or unauthorised disclosure of any Authorised User’s login, password and/or multifactor authentication (“MFA”) factor to the Service, (d) comply with reasonable requests made by Bubbl regarding configuration of Customer’s account to optimise performance of the Service generally, (e) have sole responsibility for the accuracy of Customer Data, and have appropriate permissions for legally processing and using the Customer Data as contemplated in this Agreement (including, without limitation, any Customer Data sent to, provided by or accessed by a Third Party Application that Customer links to the Service), (f) maintain legally robust privacy policies and notices for each Customer Digital Asset that connects to the Service including to its End Users, (g) provide notice, respond to individual rights requests, and obtain all legally required rights, releases and consents to allow Customer Data to be collected, processed, stored, used, transmitted and disclosed in the manner contemplated by this Agreement and the Documentation.

3.3 Usage restrictions. Customer shall not (a) make the Service available to, or use the Service for the benefit of, anyone other than Customer or Authorised Users or End Users, (b) sell, resell, license, sublicense, distribute, rent or lease the Service, include the Service in a service bureau or outsourcing offering, or make the Service available to any third party, (c) use the Service in a manner that violates Applicable Laws or any applicable Third Party Application terms and conditions, (d) use the Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, (f) attempt to gain unauthorised access to the Service or its related systems or networks, (g) permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit, or bypass or breach any security device or protection included in the Service, (h) copy the Service or any part, feature, function or user interface thereof, (i) access the Service in order to build a competitive product or service or for other competitive purposes, (j) use the Service to make a decision regarding an individual based solely on automated processing which produces legal effects concerning such individual or similarly significantly affects such individual, including, without limitation, establishing an individual’s eligibility for credit, employment or insurance, or (k) use the Service to submit, collect, transmit, process or store any Prohibited Data, or (l) use the Service to distribute text messaging “spam,” bulk unsolicited messages, or any other form of unsolicited electronic communications distributed on a bulk basis to recipients who have not consented to such messages. Bubbl shall have the right (but not the obligation) in its reasonable discretion to refuse to transmit or remove any Customer Data that, in Bubbl’s reasonable judgement violates any of the terms and conditions of this Agreement or any Applicable Laws. Notwithstanding the foregoing, Bubbl has no obligation to review Customer Data or any Notification content. If Customer’s or any Authorised User’s use of the Service, in Bubbl’s reasonable judgement, imminently threatens the security, stability, integrity or availability of the Service or otherwise harms other customers or third parties or violates Applicable Laws, Bubbl may immediately suspend the Service; provided that Bubbl will use commercially reasonable efforts under the circumstances to provide Customer with prior notice and opportunity to correct usage prior to any suspension. Bubbl will have no liability for any such suspension.

3.4 Acceptable use. Customer agrees not to, and will not allow Authorised Users to, access and use the Service (a) to violate, or encourage the violation of, the legal rights of others or Applicable Laws, including without limitation, laws, regulations, policies and directives relating to intellectual property, privacy, security, electronic communications, advertising, terrorism, corruption, child protection and import/export laws, (b) to engage in, promote or encourage illegal or fraudulent activity (c) for any unlawful, invasive, infringing, defamatory or fraudulent purpose (d) to transmit any material that contains viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (e) in any way that unreasonably interferes with or adversely affects (i) the Service or infrastructure used for the Service, (ii) other Bubbl customers, or (iii) third party applications, devices systems or networks that link to or interoperate with the Service; (f) to disable, interfere with or circumvent any aspect of the Service; (g) to access or use the Service for purposes of load-testing, performance measurement or other similar activities (h) to engage in activities, or upload, process, submit, transmit, display, distribute or store any information, that: (a) may be considered libelous, slanderous, defamatory, threatening, sexually explicit, profane, obscene, pornographic, offensive, abusive, malicious or otherwise harmful to any person or entity, constitutes or promotes “hate speech” or is otherwise discriminatory based on race, sex, creed, religion, nationality, disability, sexual orientation, gender identity, language or age, or (b) is fraudulent, deceptive, inaccurate or misleading (i) to engage in any unsolicited advertising, marketing or other activities prohibited by Applicable Laws covering anti-spam and data protection and privacy (j) to access illegally, or without authorisation, computers, accounts or networks belonging to Airship or a third party, or attempt to penetrate security measures (often known as “hacking”), or to engage in any activity that is used as a precursor to an attempted system penetration (i.e. port scan, stealth scan, or other information gathering activity).

3.5 Notifications. Customer shall (a) use only permission-based lists and send Notifications to End-Users where Customer has a lawful basis only and shall ensure that End-Users have enabled the necessary notification permissions on their devices, with Bubbl not responsible if such permissions are not enabled; (b) if legally required based on the type of Notification, include “unsubscribe” or “opt-out” mechanisms in each Notification, acknowledging that opt-in and opt-out functionality is governed by the operating system’s permission settings; (c) maintain, publish and comply with privacy policies and notices that meet all applicable legal requirements, whether or not Customer’s organisation controls the sending of the Notifications; (d) if legally required based on the type of Notification, include a link to Customer’s then-current privacy policy and notice either in the Notification or in the applicable Customer Digital Asset; (e) ensure that Notifications do not result in an unacceptable number of spam or similar complaints (even if the Notifications themselves are not actually spam) and agree to manage notification frequency and volume within the parameters set out in the applicable Order Form; and (f) not use the Service to generate, send, distribute, publish or facilitate spam, junk-messages or unsolicited messages, promotions or advertisings and acknowledge that the operating system may impose daily notification limits which can be managed via Bubbl’s plugin configuration. For the avoidance of doubt, Customer is responsible for ensuring that its terms and conditions, privacy policies and notices and End-User agreements reflect its use of Notifications including when Notifications may be sent.

3.6 Third Party Applications. The Service may enable Customer to link Third Party Applications with the Service. By linking a Third Party Application with the Service, Customer (a) authorises Bubbl to access, receive and, in certain cases, store data from the Third Party Application via the Service (all such data accessed, received and/or stored being Customer Data), and (b) grants Bubbl permission to allow the provider of that Third Party Application to access Customer Data via the Service, in each case solely as required for the interoperation of that Third Party Application with the Service. Bubbl is not responsible for any usage, transmission, disclosure, loss, modification or deletion of Customer Data or any other content sent to, provided by or accessed by a Third Party Application that Customer links to the Service including but not limited to, analytics data or push notifications. Customer is solely responsible for obtaining and securing from the Third Party Application provider all rights and permissions necessary for Customer to link such Third Party Application to the Service, and Bubbl shall have no liability in connection therewith. Customer’s access to and use of any Third Party Application (including the linking of the Third Party Application to the Service) is subject to such Third Party Application provider’s terms and conditions that govern the access and use of the Third Party Application, or any separate agreement or transaction that Customer enters into with the Third Party Application provider, and Bubbl shall have no liability in connection therewith. Bubbl makes no representations or warranties as to the suitability of such Third Party Applications or for the acts of omissions of such Third Party Application providers.

4. FEES AND PAYMENT.

4.1 Fees. Customer shall pay all Fees specified in all applicable Order Forms. Except as otherwise specified herein or in an Order Form (a) payment obligations are non-cancellable and Fees paid are non-refundable, other than pursuant to Clause 10.4; and (b) the purchased Service cannot be decreased during the relevant Term.

4.2 Invoicing and payment. Unless an Order Form specifies otherwise, Fees for the Services are invoiced electronically as follows (a) licensing and subscription Fees are invoiced up front at the beginning of each month and are due in full upon issuance of the invoice; and (b) usage-base Fees are pre-billed on the estimated usage and reconciled at the end of each month based on actual usage. Customer is responsible for maintaining complete and accurate billing, payment method, and contact information with Bubbl. All amounts payable shall be in the currency stated in the applicable Order Form. If Customer issues a purchase order upon entering into an Order Form, then (a) any such purchase order submitted by Customer is for its internal purposes only, and Bubbl rejects, and in the future is deemed to have rejected, any purchase order terms to the extent they add to or conflict in any way with this Agreement or the applicable Order Form and such additional or conflicting terms will have no effect; (b) it shall be without limitation to Bubbl’s right to collect Fees owing hereunder; (c) it shall be for the total Fees owing under the applicable Order Form; and (d) on request, Bubbl will reference the purchase order number on its invoices (solely for administrative convenience), so long as Customer provides the purchase order at least ten (10) Business Days prior to the invoice date. Except as otherwise provided in Clause 10.4, neither party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other party under this Agreement. If Bubbl cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts and all costs incurred by Bubbl, and Bubbl will attempt to charge the payment method again. Bubbl shall have the right to suspend Customer’s access and use of the Service as provided in Clause 4.3 where Customer’s selected payment method does not issue payment after three (3) attempts. In accordance with Applicable Laws, Bubbl may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.

4.3 Late payments. Customer’s failure to pay any undisputed amounts due under this Agreement (including any Order Form or failure to update payment information upon Bubbl’s request), on a timely basis will be deemed material breach of this Agreement. If any amount owing by Customer under this Agreement including any Order Form is overdue, Bubbl may, without limiting its other rights and remedies, suspend applicable Service and/or Professional Services until all overdue amounts are paid in full. Bubbl shall provide at least seven (7) Calendar Days’ prior notice that Customer’s account is overdue to Customer’s account administrator or as otherwise provided in accordance with Clause 12.1, before any suspension. Customer will continue to be charged Fees during any period of suspension. Bubbl shall not exercise such suspension rights specified above if Customer is disputing the applicable charges reasonably and in good faith, and is working with Bubbl to resolve the dispute. If Bubbl takes action to collect overdue Fees under this Agreement or any Order Form, Customer agrees to pay (a) all reasonable costs and expenses incurred by Bubbl for collecting such overdue Fees, including but not limited to, collection fees, reasonable legal fees and court costs; and (b) interest accruing on a daily basis on such overdue amounts at an annual rate equal to three percent (3%) over the then current base lending rate of Barclays Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.4 Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, Value Added Tax, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If any withholding tax applies, Bubbl’s prices will be adjusted to account for such withholding tax so that the amount received by Bubbl after the withholding tax is deducted is the full amount Bubbl would have received if no withholding or deduction had been made of the Fees. If Bubbl has the legal obligation to pay or collect Taxes for which Customer is responsible under this Clause 4.4, Bubbl will invoice Customer and Customer shall pay that amount unless Customer provides Bubbl with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, Bubbl is solely responsible for taxes assessable against it based on its income, property and employees.

4.5 Future functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Bubbl regarding future functionality or features.

4.6 Annual fee increase. Bubbl shall be entitled to notify Customer of an increase of the Fees each anniversary of this Agreement upon ninety (90) Calendar Days’ prior written notice to Customer.

5. PROPRIETARY RIGHTS, LICENSES AND DATA PROTECTION

5.1 Ownership of the Service. Bubbl (and its licensors, where applicable) shall own all right, title and interest, including all inventions (whether patented or not), patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and trade secrets, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, in and to the Service and all modifications, extensions, customisations, scripts or other derivative works of the Service. Bubbl owns all right, title and interest in the technical, performance, usage and operational data of its Service, which Bubbl will use to analyse, improve, develop, support and operate the Service. No rights are granted to Customer hereunder other than as expressly set forth herein, and Bubbl (and its licensors, where applicable) reserve all rights not expressly granted herein.

5.2 License to use the Bubbl Library. Bubbl hereby grants to Customer a worldwide, limited-term license to (a) make calls to the Bubbl API; and (b) use the Bubbl Library solely in connection with the Service and in accordance with this Agreement and the Documentation during the applicable Term.

5.3 Ownership of Customer Data. As between Customer and Bubbl, Customer exclusively owns all right, title and in and to all Customer Data and all Customer Digital Assets. Customer hereby grants to Bubbl a non-exclusive, royalty-free, non-transferable (except pursuant to a permitted assignment under this Agreement), worldwide license during the applicable Term (a) to receive, copy, modify, display, store, perform and distribute copies of Customer Data for the purpose of providing the Service (including interoperation of the Service with any linked Third Party Applications) and any applicable Professional Services in accordance with this Agreement, and (b) to the extent Customer’s subscription includes usage based functionalities, to receive, copy, modify, display, store, and analyse End User usage based data in the Service for purposes of invoicing Customer based on such factors as consumption, access or any other relevant metric to the extent provided in the applicable Order Form. Customer has all the rights or permissions (including, but not limited to, permissions from any Third Party Application providers) necessary to grant Bubbl the rights in Customer Data under this Agreement.

5.4 Data protection. Both parties shall comply with Data Protection Laws. Clause 5.4 and Clause 5.5 are in addition to, and do not relieve, remove or replace, a party’s obligations or rights under Data Protection Laws. The parties acknowledge that for the purposes of the Services, Customer is the data controller and Bubbl is the data processor (as defined in Data Protection Laws). Schedule 1 sets out the scope, nature and purpose of processing by Bubbl, the duration of the processing and the types of personal data being processed.

5.5 Data processor obligations. Bubbl shall, in relation to any personal data processed in delivering the Services (a) process that personal data only on the documented instructions of Customer which are set-out in Schedule 1; (b) use reasonable endeavours to keep Customer Data secure and shall put in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and accidental loss or destruction of, or damage to, personal data; (c) ensure that all of Bubbl’s employees who process personal data are obliged to keep the personal data confidential; (d) not transfer any personal data outside of the United Kingdom and European Economic Area unless the prior written consent of Customer has been obtained or appropriate transfer mechanisms have been put in place to enable the lawful transfer of personal data across borders; (e) not authorise any sub-contractors to process personal data without notifying Customer in writing and if Customer does not raise any objections within seven (7) Calendar Days, Bubbl will consider that Customer has consented to the use of the sub-contractor; any objections raised by Customer must be based on reasonable data protection objections; (f) ensure it enters into a written agreement with its sub-contractors that contain terms substantially the same as those set out in this Clause 5.5; (g) assist Customer in responding to any request from a data subject and in ensuring compliance with its obligations under Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities; (h) notify Customer without undue delay on becoming aware of a personal data breach; (i) at the written direction of Customer, delete or return personal data to Customer on termination or expiry of the Agreement unless required by Applicable Laws to retain the personal data; (j) maintain complete and accurate records and information to demonstrate its compliance with this Clause 5.5; (k) in the event that a personal data breach has occurred and upon written request from Customer, allow Customer’s auditors to conduct a data protection compliance audit of Bubbl; and (l) immediately inform Customer if, in the opinion of Bubbl, an instruction provided by Customer infringes Data Protection Laws.

5.6 Aggregated data. Bubbl may aggregate data including statistical and demographic data, for various purposes including research and analysis. Aggregated data may be generated from personal data but is not classified as personal data under Data Protection Laws as it does not directly or indirectly disclose the identity of Authorised Users and End Users. In the event that aggregated data is merged with personal data in a manner in which Authorised Users and End Users are identified, then it will be processed in accordance with Clause 5.5.

5.7 Anonymised data. Bubbl may anonymise personal data so that it does not directly or indirectly disclose the identity of Authorised Users and End Users. Bubbl may anonymise personal data for various purposes including research and analysis. Bubbl may utilise anonymised data without further notification to Customer.

6. CONFIDENTIALITY.

6.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by the Disclosing Party. Customer’s Confidential Information includes Customer Data, other than Notifications (to the extent such Notifications have been sent to an End User and are no longer within Bubbl’s control). Bubbl’s Confidential Information includes the Service and all non-public information relating to the Service. Notwithstanding the foregoing, each party may disclose the existence and terms of this Agreement, in confidence, to a potential purchaser or successor to any portion of such party’s business resulting from the reorganisation, spin-off, or sale or all or a portion of all of the assets of any business division, or group of such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without breach of any obligations owned to the Disclosing Party.

6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own Confidential Information of like kind (but not less than reasonable care). The Receiving Party may disclose Disclosing Party’s Confidential Information to its Affiliates or its investors, and their respective officers, directors, principals, employees, attorneys and accountants only to the limited extent necessary to carry out the purpose of this Agreement. To the extent that the Receiving Party desires to make a disclosure to any persons other than its officers, directors, principals, employees, attorneys and accountants, as condition precedent to disclosure, such recipient must execute a confidentiality agreement substantially similar to this Clause 6 before disclosure is made.

6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by Applicable Laws or any competent judicial, supervisory or regulatory authority to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure or obtain a protective order or other appropriate remedy. If, however in the opinion of the counsel of the Receiving Party, the Receiving Party or its representatives are nonetheless, in the absence of such order or remedy, compelled to disclose such Confidential Information, then the Receiving Party may disclose only such portion of the Confidential Information which, in the opinion of its counsel, the Receiving Party is compelled to disclose. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6.4 Survival. Notwithstanding the expiration or termination of this Agreement for any reason, the obligations of confidentiality and non-use set forth in this Clause 6 shall extend for a period of three (3) years after such expiration or termination; except that such time limitation shall not apply to trade secrets disclosed under this Agreement.

6.5 Destruction of Confidential Information. On the Disclosing Party’s written request, the Receiving Party shall use commercially reasonable efforts to promptly destroy all physical copies of Confidential Information in its and its representatives’ possession, and in the case of electronic data, use commercially reasonable efforts to delete or render practically inaccessible by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may retain copies of the Confidential Information to the extent required by Applicable Laws or for auditing purposes, or to the extent such copies are electronically stored in accordance with the Receiving Party’s record retention or backup policies, so long as the Confidential Information is kept confidential in accordance with this Agreement.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS.

7.1 Mutual warranties. Each party represents and warrants that (a) such party has the legal right and authority to enter into this Agreement, (b) such party has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement, (c) this Agreement will constitute such party’s legal, valid, and binding obligation, enforceable against such party in accordance with its terms, and (d) no consent, approval or authorisation of, or exemption by, or filing with, any governmental authority or third party is required to be obtained by such party in connection with the execution, delivery and performance by it of this Agreement or the taking of any other action contemplated hereby, which has not been obtained. To the extent Customer requires Bubbl to obtain additional registrations or licenses specific to Customer’s industry and requirements outside of Bubbl’s standard scope of operating its organisation, Customer shall reimburse Bubbl for any costs incurred for such registration or licensing fees.

7.2 Disclaimers. Except as expressly provided in this Clause 7, the Service is provided “as is” to the fullest extent permitted by law, and neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by Applicable Laws. Bubbl does not warrant that the operation of the Service will be uninterrupted, error-free or secure. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers or applications.

8. INDEMNIFICATION.

8.1 Bubbl indemnification. Bubbl shall defend, indemnify and hold Customer harmless from and against any third party claim, demand, suit or proceeding (each, a “Claim”) made or brought against Customer by a third party and any direct damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (collectively, “Losses”) related thereto alleging that Bubbl’s intellectual property rights infringes a third party’s copyrights, trademarks or trade secret rights under the laws of a country to which the Service is made available by Bubbl to Customer. If Bubbl receives information about such an infringement Claim, Bubbl may in its discretion and at no cost to Customer (a) modify the Service so that it no longer infringes or misappropriates, (b) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (c) terminate Customer’s subscriptions for that Service upon thirty (30) Calendar Days’ written notice and refund Customer any prepaid Fees covering the remainder of the Term of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim arises from or relates to (a) Customer Data, (b) a Third Party Application, (c) the Notifications, (d) Customer’s or any Authorised User’s breach of this Agreement, (e) any modifications of the Service by or for Customer and/or (f) failure to timely implement any modifications, upgrades, replacements or enhancements made available by Bubbl to Customer.

8.2 Customer indemnification. Customer shall defend, indemnify and hold Bubbl and licensors (“Bubbl Indemnified Parties”) harmless from and against any third party claim, demand, suit or proceeding (each, a “Claim”) by a third party and any direct damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (collectively, “Losses”) made or brought against a Bubbl Indemnified Party in connection with or arising from (a) Customer’s or any Authorised User’s access and/or use of the Service, (b) Notifications, (c) Customer Data, including but not limited to any imagery, text, information, representations or other content provided by Customer or any Authorised User for use in the Service; (d) Customer’s or any Authorised User’s infringement or misappropriation of intellectual property rights, violation of its obligation to a third party or violation of Applicable Laws, or (e) Customer’s or any Authorised User’s breach of Clause 3.2, Clause 3.3, Clause 3.4 and Clause 3.5.

8.3 Indemnification process. The indemnifying party’s obligations are conditioned upon the indemnified party (a) giving the indemnifying party prompt written notice of the Claim (provided however, the failure to give timely notice will not relieve the indemnifying party of its obligations under this Agreement except to the extent that such failure materially impairs the ability of the indemnifying party to defend), (b) granting full control of the defence and settlement to the indemnifying party (provided however that the indemnified party may participate with counsel of its choosing at its own expense), (c) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense with regard to out-of-pocket expenses, in defence and settlement of any such Claim, and (d) not admitting any fault or liability of the indemnifying party or itself.

8.4 Exclusive remedy. This Clause 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of third party claim described in this Clause 8.

9. LIMITATION OF LIABILITY.

9.1 No exclusion. Nothing in this Agreement excludes the liability of any party for (a) death or personal injury caused by either party’s negligence; or (b) fraud or fraudulent misrepresentation; or (c) wilful breach; or (d) a breach of confidentiality; (e) a breach of statutory obligations under the Data Protection Laws; (f) the indemnification obligations set out in Clause 8 ; and (g) anything else in respect of which it is not legally permissible to limit liability.

9.2 Limitation of liability. Other than a party’s indemnification obligations in Clause 8, neither party’s aggregate liability arising out of or related to this agreement will exceed the amount paid by Customer hereunder in the twelve (12) months preceding the incident. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. However, the above limitations will not limit Customer’s payment obligations.

9.3 Exclusion of consequential and related damages. Other than a party’s indemnification obligations in Clause 8, each party agrees that the consideration Bubbl is charging hereunder does not include consideration for assumption by a party of the other party’s incidental or consequential damages. In no event will either party have any liability to the other party for any lost profits or revenue, or indirect, special, incidental, consequential, cover or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages. The foregoing limitation of liability will not apply to the extent prohibited by Applicable Law.

9.4 Other exclusions. Bubbl will not be liable, and will have no obligation to indemnify Customer or Authorised User for (a) Prohibited Data sent to Bubbl; (b) violation of any Applicable Laws by Bubbl when acting at Customer’s or any Authorised User’s (as applicable) instructions; and (c) the sending by Bubbl of Customer’s or any Authorised User’s Notifications. The provisions of this Clause 9 allocate the risks pursuant to this Agreement between the parties, and the parties have relied on the limitations set forth herein in determining whether to enter into this Agreement.

10. TERM AND TERMINATION.

10.1 Term of Agreement. This Agreement commences on the Commencement Date as outlined in the first Order Form and remains in effect until the earlier of (a) all Order Forms entered into hereunder have expired or have been terminated; or (b) the Agreement has been otherwise terminated in accordance with Clause 10, whichever occurs first.

10.2 Term of Services. The Term for the Service shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form or unless Customer terminates the Agreement subject to the terms of this Clause 10, the Term will automatically renew for additional periods equal to one (1) year (unless a different renewal term is specified in the Order Form, in which case, the renewal term specified in the Order Form will apply). Customer may provide Bubbl with notice of non-renewal at least sixty (60) Calendar Days before the end of the relevant Term. Unless otherwise stated in the Order Form, the applicable Fees for any automatic renewal term will be determined using Bubbl’s then-current list price applicable for such renewed Service.

10.3 Termination. A party may terminate this Agreement for cause (a) upon thirty (30) Calendar Days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, Bubbl may terminate this Agreement immediately if it has reasonable basis to believe that Customer’s use of the Service results in a violation of Applicable Laws or Clause 3.2 of this Agreement. Upon termination of this Agreement, all rights, licenses, consents and authorisations granted by a party hereunder will immediately terminate, other than those expressly specified to continue after termination.

10.4 Effect of termination. Upon termination or expiry of any Agreement, Customer shall cease all access to and use of the Service and remove Bubbl Library from all Customer Digital Assets, and all rights, licenses, consents and authorisations granted by a party hereunder will immediately terminate other than those expressly specified to continue after termination. If this Agreement is terminated by Customer for Bubbl’s material breach in accordance with Clause 10.3, Bubbl will refund to Customer any prepaid Fees covering the remainder of the term of all Order Form after the effective date of termination. If this Agreement is terminated by Bubbl for Customer’s material breach in accordance with Clause 10.3, Customer will pay any unpaid Fees covering the remainder of the Term of all Order Forms. In no event will any termination relieve Customer of its obligation to pay any Fees payable to Bubbl for the period prior to the effective date of termination.

10.5 Surviving provisions. Clauses 1 and 4 through 12 will survive any termination or expiration of this Agreement.

11. PROFESSIONAL SERVICES.

Each Order Form for Professional Services will set forth the following, as applicable (a) the Professional Services to be performed, (b) any specifications or other requirements pertaining to such Professional Services, (c) fees for such Professional Services, (d) any applicable assumptions or conditions, and (e) any other terms mutually agreed upon by the parties. Professional Services are purchased for the Term specified in the applicable Order Form. If the Term is not specified in the Order Form, Professional Services will expire within twelve (12) months from the date of the applicable Order Form, and any unused hours will expire at such time. Unless expressly stated otherwise in the applicable Order Form, Bubbl shall retain all right, title and interest in and to the Professional Services performed and results thereof (including any and all intellectual property rights therein). Customer’s usage rights to the results of such Professional Services shall be the same as the rights granted to Customer under the Agreement with respect to the Service to which such Professional Services pertain. Notwithstanding the foregoing, Customer’s rights to Customer Data and Customer’s Confidential Information remain as specified in this Agreement.

12. GENERAL PROVISIONS.

12.1 Manner of giving notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon (a) personal delivery, (b) the second Business Day after mailing, or (c) the first Business Day after sending by email (provided email shall not be sufficient for an indemnifiable claim). Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer shall be addressed to the relevant Service system administrator designated by Customer. Notwithstanding the foregoing, Bubbl occasionally may need to inform Customer and Authorised Users of important announcements regarding operation of the Service, such as notice of downtime, and may provide such information by posting online.

Notices to Bubbl should be addressed to: B Holdings Limited, 71-75 Shelton Street, London WC2H 9JQ

12.2 Modifications. Bubbl reserves the right to change or modify any of the terms and conditions contained in this Agreement, the Service or any policy governing the Service at any time by posting the new Agreement to the Bubbl website located at [www.bubbl.tech] or to the relevant policy document link. Bubbl will use reasonable efforts to notify Customer of the changes, which may include posting an announcement on such website, in-product notices or via email. Customer’s continued use of the Service following Bubbl’s posting or notice of the change(s) will constitute Customer’s acceptance of such change(s). If Customer does not agree to such change, Customer may cancel its subscription to the Service by providing Bubbl with at least seven (7) Calendar Days’ prior written notice within thirty (30) Calendar Days of Bubbl’s posting or providing notice of the change(s) to the Agreement.

12.3 Co-marketing. Unless otherwise prohibited by Applicable Laws, Customer agrees to participate in reasonable marketing activities that promote the benefits of the Service to other potential customers and permits Bubbl to the use of Customer’s name and logo on Bubbl’s website and promotional materials. Customer agrees that Bubbl may disclose Customer as a customer of Bubbl.

12.4 Force majeure. Each party will be excused from any failure or delay caused by or the result of causes beyond its reasonable control and could not have been avoided or corrected through the exercise of reasonable diligence, including, but not limited to, acts of God, fire, flood, hurricane or other natural catastrophe, terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, insurrection, riot or war, general failure of telecommunication or digital transmission links, general failure of the internet, failure of Third Party Applications, failure of any third party operating systems, platforms, applications or networks not under reasonable control of Bubbl, or other similar occurrence.

12.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.6 Entire agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and therefore the parties expressly disclaim all prior discussions, emails, request for proposals and/or agreements between the parties. This Agreement supersedes all prior and contemporaneous agreements or communications, including, without limitation, any quotations or proposals submitted by Bubbl. The terms on any purchase order or similar document submitted by Customer to Bubbl will have no effect. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (i) the applicable Order Form (which includes the terms included in any exhibits, schedules or annexes attached to the Order Form and any weblinks to additional terms referenced in the Order Form), (ii) the terms and conditions of this Agreement, and (iii) the Documentation.

12.7 Relationship of the parties; non-exclusivity. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties. Nothing in this Agreement will be construed to prevent Bubbl from marketing, licensing, selling or otherwise providing Services, Professional Services or any aspects of Bubbl’s technology or services to any third party. Nothing in this Agreement will be construed to prevent Customer from obtaining services similar to the Service from a third party.

12.8 Third-Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

12.10 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.11 Anti-bribery. Bubbl shall (a) comply with all Applicable Laws relating to anti-bribery and anti-corruption (but not limited to) the UK Bribery Act 2010 (together the “Anti-Bribery Requirements“); (b) maintain in place and enforce throughout the Term of this Agreement its own policies and procedures, including adequate procedures under the UK Bribery Act 2010, to ensure compliance with the Anti-Bribery Requirements; (c) ensure that all employees, contractors and other persons associated with Bubbl or other persons who are performing services or providing goods in connection with this Agreement comply with Clause 12.11; and (d) on written demand, certify to Customer in writing compliance with this Clause 12.11 by Bubbl and all persons associated with it. Bubbl shall provide such supporting evidence of compliance as Customer may reasonably request.

12.12 Anti-slavery. Each party shall (a) comply with all applicable anti-slavery and human trafficking laws, including but not limited to the UK Modern Slavery Act 2015 (the “Anti-Slavery Requirements“); (b) have and maintain throughout the Term its own robust and adequate internal procedures (including but not limited to appropriate policies, approval processes, training and monitoring) to ensure its compliance with the Anti-Slavery Requirements; (c) not engage in any activity, practice or conduct that would constitute an offence under Clause 1, 2 or 4 of the Modern Slavery Act 2015; and (d) promptly notify the other party in writing if it, or any of its employees, agents, contractors or representatives, becomes the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Modern Slavery Act 2015 (including if any such investigation is threatened or pending), or if it becomes aware of any slavery and human trafficking taking place in any part of its business.

12.13 Preventing the facilitation of tax evasion. Neither party shall engage in any activity, practice or conduct which would constitute either (a) a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017 or applicable equivalent legislation in its place of incorporation or physical operation (b) a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017 or applicable equivalent legislation in its place of incorporation or physical operation. Bubbl shall have and shall maintain in place throughout the Term of this Agreement such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person and to ensure compliance with this Clause 12.13.

12.14 Electronic signature. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in the Order Form are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.

12.15 Governing law and jurisdiction. 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).