Local Link Up Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY BEFORE REGISTERING TO PARTICIPATE IN THE LOCAL LINK UP ONLINE PROGRAMME. YOUR REGISTRATION FOR AND PARTICIPATION IN THE PROGRAMME MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS AND THE LEGAL RIGHTS AND OBLIGATIONS THEY CREATE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE PROGRAMME.

This is a legal agreement between you (defined below) and Contentys Ltd operators of Local Link UP. If you accept its terms, it entitles you to participate in the Programme (defined below).

1. Interpretation.

1.1 Definitions:

(a) “Links” means third party and/or Local Link Up provided advertisements and/or other content

(b) “Agreement” means these Standard Terms and Conditions ("Terms and Conditions"),

(c) “Brand Features” means Local Link Up trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

(d) “Local Link Up and LLU” are trading companies belonging to Contentys LTD, a company incorporated under the laws of Great Britain and registered in England with company number 04918219 and whose principal place of business is at Telephone House, Fenton Street, Lancaster.

(e) “Links” LLU’s search box(es).

(f) “Programme” means the LLU service Programme.

(g) “Property(ies)”means any URL or website(s) you include in the programme.

(h) "You" means the person who registers to use the Programme and opens an account online for that purposes (an “Account”) or, where that person is duly authorised to open the Account on behalf of another person, that other person.

1.2 Any reference to “include” or “including” (or any similar term) is not be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.

1.3 Any reference to a URL refers to that URL or any other relevant URL made available to You by LLU from time to time.

1.4 Unless otherwise expressly stated, any reference to a communication needing to be made “in writing” includes communication via email and such communication must be express and made in advance of the act or omission the subject of the communication.

1.5 Any reference to a discretion to be exercised by LLU is reference to an absolute discretion, which is not subject to challenge by or explanation to You.

2. Programme Participation.

2.1 When you sign up online, this is an application by you to participate in the Programme. LLU reserves the absolute right not to accept your application.

2.2 If LLU accepts your application, You shall nominate the Property(ies) that You wish to participate in the Programme. LLU shall then, depending on the preferences You select via Your Account, serve Links, to Your Property(ies).

2.3 LLU may review any Property or Video Media nominated by you for participation in the Programme at any time during the term of this Agreement. LLU may exclude any Property or Video Media from the Programme at any time.

2.4 Unless LLU agrees otherwise in writing, you may only have one Account. LLU may terminate multiple Accounts You hold immediately and without notice.

2.5 If LLU agrees in writing, you may be allowed to enrol in the Programme and create an Account for the sole purpose of receiving payment(s) from LLU, and not for the usual purpose of displaying Links on a Property. If so, any use of Your Account is still governed by the relevant parts of this Agreement.

2.6 You must have and abide by an appropriate privacy policy that clearly discloses that third parties may be placing and reading cookies on your users’ browser, or using web beacons to collect information, in the course of links being served on your website. Your privacy policy should also include information about user options for cookie management.

3. Implementation and Operation of Links, Search Results, and Referrals.

3.1 You shall comply with the specifications provided by LLU from time to time to enable proper delivery, display, tracking, and reporting of Links, and LLU Brand Features in connection with Your Property(ies), including by not modifying the JavaScript or other programming provided to You by LLU in any way, unless expressly authorised to do so in writing by LLU.

3.2 LinkSearch. If You choose to receive Search Results as part of the Programme, You shall display on Your Property(ies) a LLU search box (a "Search Box") in accordance with the specifications provided by LLU. All search queries (including queries entered into an Ad search box) sent by You to LLU must originate from individual human end users inputting data directly into a Search Box) on Your Property(ies). You will send any and all queries (without editing, filtering, truncating, appending terms to or otherwise modifying such queries individually or in the aggregate) to LLU. LLU will use commercially reasonable efforts to provide You with corresponding Search Results and/or Links, as applicable and as available. Search Results and any accompanying Links will be displayed on Web pages (each, a "Search Results Page"). The format, look and feel of Search Results Pages hosted by LLU may be modified by LLU from time to time in its absolute discretion.

3.3 You shall not display on the same Web page, any advertisement(s) or content that an end user of Your Property(ies) would reasonably confuse with a LLU advertisement or LLU Link.

4. Communications Solely With LLU.

You agree to direct to LLU, and not to any advertiser or other person, any communication regarding any Link(s) displayed in connection with Your Property(ies).

5. Your Responsibilities.

5.1 You are solely responsible for (a) Your Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of LLU's specifications, and adherence to the terms of this Agreement and (b) any use made of Your Account. LLU is not responsible for anything related to the content or operation of Your Property(ies). In addition, LLU shall not be required to provide notice to You in the event that any Link is not being displayed properly, or Referral Event is not being completed properly by, end users of the Property(ies).

5.2 LLU reserves the right to investigate, in its absolute discretion, any activity that may violate this Agreement, including any use of a software application to access, Links or Search Results, or to complete any Referral Event, or any engagement in any activity prohibited by this Agreement. You shall cooperate with any such investigation in good faith.

6. Prohibited Uses.

6.1 You shall not, and shall not authorise or encourage any third party to:

(a) directly or indirectly generate queries, Referral Events, or impressions of or clicks on any, Link or Search Result (including by clicking on “play” for any video Ad) through any automated, deceptive, fraudulent or other invalid means, including through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorised use of other search engine optimisation services and/or software;

(b) edit, modify, filter, truncate or change the order of the information contained in any Link, or Search Result. Nor remove, obscure or minimise any Link, or Search Result in any way without authorisation from LLU;

(c) frame, minimise, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of a Link or any Search Results Page.

(d) display any Link(s) on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content;

(e) create a new account to use the Programme after LLU has terminated this Agreement with You as a result of Your breach of this Agreement.

(f) engage in any action or practice that, in LLU’s reasonable opinion, reflects poorly on LLU or otherwise disparages or devalues LLU’s reputation or goodwill.

6.2 You acknowledge that any breach or attempted breach of this Clause is a material breach of this Agreement and that LLU may suspend Your Account and participation in the Programme if it reasonably suspects such a breach.

7. Termination; Cancellation.

7.1 You may, at any time, stop displaying Links or Search Boxes on any Property in the Programme at any time by removing the LLU JavaScript or similar programming from Your Properties. This, however, will not terminate this Agreement. You may, at any time, terminate this Agreement for convenience by sending written notice to [email protected]. If you do so, this Agreement will terminate seven (7) business days after LLU's receipt of Your notice.

7.2 LLU may, at any time, terminate all or part of the Programme, terminate this Agreement, or suspend or terminate the participation of any Property in all or part of the Programme.

8. Confidentiality.

8.1 You shall not disclose LLU Confidential Information without LLU's prior written consent. "LLU Confidential Information" means: (a) all LLU software, technology, programming, specifications, materials, guidelines and documentation relating to the Programme; (b) click-through rates or other statistics relating to Property performance in the Programme provided to You by LLU; and (c) any other information designated in writing by LLU as "Confidential" or an equivalent designation or which it is reasonably apparent should be treated as confidential.

8.2 LLU Confidential Information does not include information that has become publicly known through no breach by You or LLU, or information that has been (a) independently developed by You without access to LLU Confidential Information, as evidenced in writing; (a) lawfully received by You from a third party who has not disclosed it in breach of any obligation of confidentiality; or (c) required to be disclosed by law, provided that You give LLU prompt, and, if at all possible, prior, notice of such disclosure.

9. No Guarantee.

9.1 LLU gives no guarantee regarding the level of impressions or clicks on any link. The timing of delivery of such impressions and/or clicks.

9.2 LLU gives no guarantee that the Programme will always be available. Down time may be (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of Your equipment, systems or local access services, (c) for previously scheduled maintenance or (d) relating to events beyond LLU’s (or its affiliates’) control (a “Force Majeure Event”) such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where LLU (or its affiliates) or Your servers are located or co-located.

10. Disclaimer.

The terms of this Agreement are in lieu if all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying, and content or lack thereof of the Programme, Links or Search Results and/or any other services or content provided by LLU under this Agreement, which might, but for this clause, have effect between You and LLU or otherwise be incorporated or implied into this Agreement or any other collateral contract, whether by statute, common law or otherwise, all of which are excluded from this Agreement (including any implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose).

11. Limitations of Liability.

11.1 Nothing in this Agreement shall exclude or limit the liability of either party for (a) the tort of deceit; (b) death or personal injury; (c) breach of any implied condition as to title or quiet enjoyment; or (d) anything which cannot be excluded or limited by law.

11.2 Save as provided in Clause 11.1 and subject to Clause 11.4, neither party shall have any liability for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise): (a) loss of revenue; (b) loss of actual or anticipated profits; (b) loss of the use of money; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill; (g) loss of reputation; (h) loss of, damage to or corruption of data; (i) any indirect or consequential loss or damage howsoever caused.

11.3 Each party acknowledges that the other has entered into this Agreement relying on the limitations and exclusions of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

11.4 Without limiting the foregoing and except in respect of any payment obligations, neither party shall have any liability for any failure or delay resulting from a Force Majeure Event.

12. Chargeable Credits.

12.1 LLU is free based on the exchange of credits, a credit is granted for each page impression generated on a web page which displays the LLU link box. Each time your link is displayed a credit will be debited from your granted credits.

12.2 LLU reserve the right to display unlimited links in each displayed link box, however only one credit shall be granted per page impression for displaying the box.

12.3 Each page which displays the LLU link box as part of a website will be entitled to receive a credit per page impression and likewise all pages on which your link is displayed will be charged at one credit.

12.4 Whilst LLU do not charge for facilitating the display of links they do reserve the right to allow for charges to be made and to offer for fees unused capacity within the LLU link network.

13. Publicity.

13.1 LLU may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, Search Results Pages.

13.2 If You wish to use LLU's Brand Features, You may do so, so long as such use is in compliance with this Agreement and in compliance with LLU's then current Brand Feature guidelines.

14. Representations and Warranties.

14.1 Each party represents and warrants that: (a) they will respectively perform their obligations under this Agreement with reasonable skill and care; (b) that they respectively have the right, power and authority, and have taken all action necessary, to execute, deliver and exercise their respective rights and perform their respective obligations under this Agreement; and (c) that they have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations.

14.2 You further represent and warrant that: (a) You are at least 18 years of age or are a legal entity capable of entering contractual relations; (b) that all the information provided by You to LLU is complete, accurate and current and that You will keep it so during the term of this Agreement; (c) that You are acting in Your own capacity in respect of Properties that You own; (d) that, to the extent that a Property is a media player, You own or have a valid license to use and distribute such media player (including all content therein. (e) that each Property and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances, and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not pornographic, hate-related or otherwise violent in content.

15. Your Obligation to Indemnify.

You agree to indemnify, defend and hold LLU, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your participation in the Programme and/or Your breach of any term of this Agreement.

16. LLU Rights.

16.1 You acknowledge that, as between You and LLU, LLU owns all right, title and interest, including all Intellectual Property Rights (as defined below), in and to the Programme (including LLU's link serving technology and search technology and Brand Features), and that You will not acquire any right, title, or interest in or to the Programme except as expressly set forth in this Agreement.

16.2 Save as permitted by law, You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any LLU services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Programme or proprietary information related thereto.

16.3 You will not remove, obscure, or alter LLU's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any LLU services, software, or documentation.

16.4 For the purposes of this Agreement, "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

17. Information Rights.

LLU may retain and use, subject to the terms of the LLU Privacy Policy (located at http://www.locallinkup.com/privacy, all information You provide to LLU, including but not limited to Property demographics and contact and billing information. You agree that LLU may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Programme, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. LLU may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. LLU may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by LLU, with advertisers, business partners, sponsors, and other third parties. In addition, You grant LLU the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers.

18. Miscellaneous.

18.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement.

18.2 This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts, representations or arrangements of any kind between the parties relating to its subject matter.

18.3 You acknowledge that LLU may change these Terms and Conditions, the Programme Policies, and the Programme from time to time. If You continue to participate in the Agreement after having been notified of such changes, You will be deemed to have accepted the changes. If You do not accept the changes, You may terminate the Agreement in accordance with Clause 7.1 above without penalty and cease participation in the Programme.

18.4 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

18.5 The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

18.6 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.

18.7 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

18.8 Nothing in this Agreement shall create or confer any rights or other benefits, whether pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise, in favour of any person other than the parties to this Agreement.

18.9 Unless otherwise expressly provided, any notice sent by You under this Agreement should be sent in writing to [email protected]. Any notice sent by LLU shall be sent to the address specified by You in Your Account.

18.10 You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to LLU. Notwithstanding the foregoing, LLU may assign this Agreement to any affiliate at any time without notice. LLU has affiliated legal entities around the world. Sometimes, these companies will be providing services to You on behalf of LLU itself. You acknowledge and agree that these affiliates will be entitled to do so.

18.11 These Terms and Conditions, as amended from time to time in accordance with this Agreement, can be found at https://www.locallinkup.com/Disclaimer.htm. You should print out a copy of these Terms and Conditions for Your records. LLU may not keep a record of the Terms and Conditions as they existed at the time You entered the Agreement.