Terms

1.INTRODUCTION

1.1.This Agreement governs Our supply and licensing to you of certain Services (as defined below) as well as the use by You of these Services. You are not permitted to access, view, use or contribute to the Services if You do not accept this Agreement.

1.2.In subscribing to the Services and by clicking “ACCEPT”, You acknowledge and confirm Your acceptance of the terms and conditions of this Agreement which are legally binding on You. Where Your subscription to the Services is part of an Order, this Agreement, in addition to the terms of Your Order, continues to apply to You.

1.3.Your attention is in particular drawn to Clauses 6 and 7 regarding Our ownership of Intellectual Property Rights and Your obligations in respect of any content provided by You to Us.

AGREEMENT TERMS

2.Definitions

2.1."We," "Us," and "Our" refers to redirect.mobi with its principal place of business at 14300 E. Raintree Drive Ste 209 Scottsdale, Az 85260

2.2.“Charges” means the charges (including VAT) payable for the Services as notified to You on the Redirect.mobi.com website, or in an Order confirmation issued by Us, prior to You accepting this Agreement. The current standard Charges depend on the level of Services You choose. Your relevant Charges are quoted to You before You accept this Agreement in line with Our legal obligations;

2.3."Database" means the continually evolving database which forms part of the Services and which contains information generated by Us and by Users on an ongoing basis relating to devices for the mobile web;

2.4.“Documentation” refers to the manuals, user guides, help text files or embedded software instructions which are made available as part of the Services;

2.5.“Intellectual Property Rights” means patents, trademarks, service marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, know-how, trade or business names and any other similar rights or obligations in any country whether registerable or not;

2.6.“Order” means any application made to Us by a corporate entity for multiple User accounts which is accepted and priced by Us in writing by means of a specific Order confirmation;

2.7."Services" means the Redirect.mobi service which is made available to Users pursuant to this Agreement comprising the Software, the Database and all related services which are made available to Users at redirect.mobi.com. There are three levels of Services made available, Redirect.mobi Premium Edition, Redirect.mobi Standard Edition or Redirect.mobi Basic Edition which are priced separately;

2.8."Software" refers to those software components of the Services which have been developed by Us and by Users and which continue to be so developed and included in the Services on an ongoing basis. The Software includes the API application which is licensed to You under Clause 4.1 below;

2.9. “Term” means, subject to the early termination provisions in this Agreement, the period of one year from the purchase of the Services, unless specifically agreed by Us in an Order confirmation;

2.10."You", "Your" and “User” refers to each individual subscriber to or user of the Services.

3.The Services

3.1.In consideration of Your payment of the Charges and Your acceptance of this Agreement, We agree to make the Services available to You for the Term subject to the terms and conditions of this Agreement.

3.2.You acknowledge and agree that the nature of the Services is that they are constantly evolving through the ongoing contributions made by Users and Your attention is particularly drawn to the exclusions and disclaimers in respect of the Services which are set out in Clauses 8 and 13 below.

3.3.Access to the Services is available through either the use of a web browser, other Internet retrieval software, or via the Application Programming Interface (API) supplied by Us. You accept full responsibility for purchasing and upgrading hardware and software as You require to avail of the Services.

3.4.This Agreement does not cover installation, support, maintenance (including the provision of Software updates) or other services. If you require such additional services, they will be provided under such additional terms and conditions as We may agree with You.

4.Authorized Use of the Services

4.1.In making available the Services to You pursuant to Clause 3.1 above, We grant You a limited, non-exclusive, non-transferable, personal licence to view, print, download and use the Software and/or the data contained in the Database solely for the purpose of performing interactive searches of the Database on Your own behalf for the Term. In respect of the application programming interface ("API") part of the Service which is required to access updates to the Service, you are also granted a limited, non-exclusive, non-transferable, personal licence to install the API on one (1) computer for the purposes of using the Software and accessing the updates appropriate to your subscription during the Term (i.e. Redirect.mobi Premium Edition which allows for anytime updates, Redirect.mobi Standard Edition which allows for weekly updates or Redirect.mobi Basic Edition which allows for monthly updates).

4.2.In the case of Users employed by companies or other corporate entities, the licence granted under Clause 4.1 permits the sharing of the search results within the User’s employer’s corporate entity but not otherwise. To this end, such Users may use and/or incorporate the Database within a multi-user system or within a wide or local area network or an Intranet provided however that each server which uses or incorporates the Database or the API must be validly and explicitly licensed by Us.

4.3.We own the Intellectual Property Rights in the Services and We require You to agree that You recognise the importance of Us of maintaining Our proprietary rights over the Services and of avoiding any use not authorized by Us. Accordingly, subject only to Clause 4.2, no Users may use the results of searches performed using the Services for the purposes of publication or distribution to other persons and You may not transfer any information or data obtained from the Services into the public domain.

4.4.Without limiting the generality of Clause 4.3 above, You may not use the Services in any way not expressly permitted under this Agreement. This includes a prohibition on:

4.4.1.removing or modifying any markings on the Software or the Database including reports or any notice of Our Intellectual Property Rights;

4.4.2.modifying, selling, renting, transferring, reselling for profit or distributing the Services or creating derivative works based on the Services or any part of them;

4.4.3.any distribution of data retrieved from the Database in any form (whether printed, electronically relayed, posted to public list services or bulletin boards, magnetically stored or otherwise) to, or for the benefit of, any other person except for incidental samples used for illustrative or demonstration purposes;

4.4.4.using the Software or any data extracted from the Database to provide third party training, except for training Your authorised Users;

4.4.5.causing or permitting any adaptation, translation, decompilation, disassembly, or reverse engineering of the Software or the Database (other than as permitted by applicable law);

4.4.6.copying the Software or the Database or creating subsets or derivative databases from Our Database in a manner not expressly permitted by this Agreement;

4.4.7.disclosing details of purchase terms or commercial arrangements between You and Us; or

4.4.8.transferring or assigning this Agreement in whole or part, or subcontracting any of Your obligations under this Agreement (other than set out above) without Our prior written consent; provided however that You may take such copies or other reproductions of the Software as are necessary for backup or archival purposes.

5.Updates to the Database and Software

5.1.Updates to the Services are dependent on the category of Service purchased by You. For Redirect.mobi Premium Edition, Users can update the Services at any time. For Redirect.mobi Standard Edition, Users can update the Services on a weekly basis. For Redirect.mobi Basic Edition, Users can update the Services on a monthly basis. In order to update the Services, Users must follow the updating instructions contained in the Documentation.

6.Restrictions

6.1.We may assign, or subcontract any of Our responsibilities under this Agreement.

6.2.You are responsible for observing any applicable export and import laws that govern Your use of the Services. You will not export the Services, or any part thereof, directly, or indirectly, in violation of these laws, or use them for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

6.3.Upon 7 days’ written notice (or where applicable through remote monitoring of the Services by Us which may be conducted without prior notice), We, or Our agent, may audit Your use of the Services. You agree to co-operate with Our audit and provide Us with reasonable assistance and access to information. You agree to pay within 30 days of written notification any underpaid Charges. If You do not pay, We can terminate this Agreement.

6.4.If You have a dispute with Us, or if You become subject to insolvency proceedings, You will promptly send written notice to redirect.mobi Top Level Domain Limited (dotMobi), 2 La Touche House, IFSC, Dublin 1, Ireland, Attention: Chief Financial Officer.

7.Your Personal Data and Content that You Provide

7.1.The value of the Services depend, to a large degree, on the ongoing improvements, updates, content and contributions created by Users and made available to others via the Services. In order to ensure that Users behave in a responsible manner, this Clause 7 sets out the rules regarding the posting of content by any Users into the Services.

7.2.Users do not enjoy any presumption of anonymity while using the Services. All Users are required to choose a username before they can contribute any content into the Services. You may not misrepresent Your identity by using false e-mail address, impersonating another person or entity, or otherwise misrepresenting the origin of content You enter. All content posted by Users is posted in a manner which is capable of identifying them to Us and to other Users. Therefore, by submitting any content to the Services, You are expressly consenting to the publication of Your username in association with the content You have provided. You also consent to Our disclosure of information identifying You where we are requested to provide such information to any competent authority or by a person who notifies Us of any claim or potential claim relating to material provided by You or where it is otherwise necessary to protect Our rights, assets, property or safety. In addition, any personal data made available via the Services will be subject to the terms of the Redirect.mobi Privacy Statement as published on the Redirect.mobi.com website.

7.3.You agree not to use the Services or cause or permit the Services to be used:-

7.3.1.so as to jeopardise or prejudice the operation, quality or integrity of the Services, or the operation, quality or integrity of any telecommunications network;

7.3.2.for any improper commercial purpose including contests, pyramid schemes, chain letters, junk e-mail, spam, duplicative or unsolicited messages or political campaigning material

7.3.3.to harvest or otherwise collect information about others, including e-mail addresses, without their consent;

7.3.4.in a manner that would breach any Intellectual Property Rights, privacy or data protection rights of others;

7.3.5.to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;

7.3.6.contrary to the terms and conditions of any Internet Service Provider whose services You may use.

7.4.We reserve the right (but not the obligation) to remove or edit the content that You provide on the Database even though We do not regularly review posted content.

7.5.When You enter content into the Database via any area of the Redirect.mobi website, unless stated otherwise, You grant Us and Our affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, copy, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

7.6.You grant Us and Our affiliates and sublicensees the right but not the obligation to use the name that You submit in connection with the content that You provided. You represent and warrant for content that You post to this website:

7.6.1.You own or otherwise control all of the rights to the content.

7.6.2.You believe that the content is accurate.

7.6.3.Use of the content You supply does not violate this Agreement and will not cause injury to any person or entity.

7.7.Upon request by Us, You agree to provide Us with all information reasonably required by Us to verify Your identity, including where applicable, all information required to enable Us to comply with regulatory, anti-money-laundering or “know your client” requirements.

7.8.YOU HEREBY INDEMNIFY AND AGREE TO KEEP US INDEMNIFIED AGAINST ANY LIABILITIES, LOSSES, DAMAGES, FEES, COSTS OR EXPENSES WHATSOEVER INCURRED BY US IN CONNECTION WITH ANY CLAIMS OR DEMANDS WHICH MAY BE MADE AGAINST US ARISING FROM YOUR BREACH OF THIS CLAUSE 7.

8.Warranties and Disclaimers

8.1.We warrant and represent to You that We have full capacity and authority to enter into and to perform this Agreement. We also warrant to You that We are entitled to supply the Services; that any Application Programming Interface (API) provided directly by Us will operate materially as described in the applicable Documentation current at the time of supply and that such API has been screened in advance by a reputable virus scanning application for any known viruses.

8.2.However, given the nature of the Services and in particular their reliance on content provided by third parties, You agree that the Services are provided by Us on an “as is” basis. Therefore, to the fullest extent permitted by applicable law and except where expressly provided in Clause 8.1, We disclaim all warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, compatibility, security, accuracy or infringement in respect of the Services. We cannot warrant or represent that Your use of the Services will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy Your requirements. You assume the entire risk as to the results and performance of the Services and the Charges payable under this Agreement reflect such assumption of risk by You.

8.3.If You are a consumer and not availing of the Services in the course of a business then Your statutory rights in relation to Services are not affected by this Clause 8. Without limiting the foregoing, the contractual rights, if any, which You enjoy by virtue of Sections, 12, 13, 14 and 15 of the Sale of Goods Act, 1893 (as amended) and Section 39 of the Sale of Goods and Supply of Services Act, 1980 are in no way prejudiced by anything contained in this Agreement save to the fullest extent permitted by law.

9.Trial Supplies

9.1.In some cases and at Our discretion, We may offer free or special offer trial periods under discounted or free commercial terms. If You are offered such a trial, the terms of this Agreement shall bind You throughout the trial period subject only to such variations as are necessary to reflect the discounted or dis-applied Charges applicable to the offer. If You do not purchase the Services immediately after this trial period, the terms of Clause 10 below shall apply to You. If You continue to use the Services after expiry or termination of the trial period, We will hold You responsible for the Charges attributable to such use.

10.End of Agreement

10.1.We may end this Agreement and Your use of the Services if:

10.1.1.You breach the terms of this Agreement; or

10.1.2.You are declared bankrupt or You become unable to pay Your debts or, in the case of a company, You or Your employer have a receiver or administrative receiver appointed or pass a resolution of winding up (other than for the purposes of reconstruction), or a court orders the same, or You make or offer to make any arrangement with creditors, or You become subject to an administration order, or You are subject to any proceedings which are equivalent or substantially similar under applicable jurisdiction.

10.2.If We end this Agreement, You must pay Us within 30 days all amounts which have accrued prior to the end of the Agreement, as well as all sums remaining unpaid for Services You have ordered.

10.3.Apart from any other rights which We may have, if You breach this Agreement, We may suspend performance of any of Our obligations under this Agreement and We may suspend Your right to use the Services until You remedy Your breach to Our reasonable satisfaction.

10.4.On termination or expiry of this Agreement You may not make any further use of the Services. Upon request, You must allow Us to enter Your premises and remove any Software or data and delete all copies and Documentation made by You within a reasonable time (and in any event within two weeks) after termination or expiry of the Agreement.

11.Publicity

11.1.We have the right to announce new contracts but will only involve You in promotional and publicity campaigns with Your express permission.

12.Charges and Taxes

12.1.Charges are normally payable online at the point of subscription for the Services.

12.2.In the case of Orders or any other Charges not paid in full in advance, all Charges payable to Us are due within 30 days of the date of the relevant invoice.

12.3.You agree to pay any value-added, sales, or other similar taxes that We must pay based on the Services purchased.

12.4.If You are late in paying any Charges then We may charge interest on all unpaid amounts. Interest will be payable from the date of the invoice until the date of payment and will continue to be payable even if We obtain a judgment from a court in relation to any claim for payment of the invoice. The rate of interest will be 4% above the EURIBOR rate.

13.Limitation of Liability

13.1.Subject to Clause 13.5, Our aggregate liability for or in respect of all breaches of this Agreement and all representations, statements and tortious acts or omissions (including negligence) arising under or in connection with this Agreement shall in no event exceed the Charges paid by You.

13.2.We will not, in any circumstances, be liable to any User (or any third party) for loss of profits, goodwill, revenue, data and anticipated savings of any type or special, indirect or consequential loss even if such loss was reasonably foreseeable or Us or if We had been advised of the possibility of You (or the third party) incurring the same.

13.3.In no event shall We be liable for loss or damages arising out of the use of, or inability to use, the Services or for any loss or damage of any nature caused to any person as a result of Your use of the Services, even if We are advised of the possibility of such loss or damages.

13.4.Since use of and access to the Services depends, in part, on third parties (e.g., telecommunications carriers) whose performance is outside of Our control, We disclaim all liability for loss or damages arising from the failure of the transmission or receipt of data due to (i) causes beyond Our reasonable control or (ii) causes which are not reasonably foreseeable by Us, including but not limited to, interruption or failure of communication or digital transmission links and Internet slow-downs or failures.

13.5.Our liability for death or personal injury caused by Our negligence or the negligence of Our agents is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

14.Your Indemnification of Us

14.1.You agree to, defend, indemnify and hold Us harmless against any claim, liability, loss, injury, damage, cost or expense (including reasonable legal fees) incurred by Us, other Users or any of Our data providers to any third party arising out of or from any use by You of the Services.

15.Entire Agreement and miscellaneous

15.1.You agree that this Agreement, together where applicable with the relevant Order, is the complete agreement relating to the Services, and this Agreement supersedes all prior or contemporaneous agreements or representations concerning the Services. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. No amendment or variation to this Agreement is effective unless it has been signed by Our authorised representative.

15.2.Neither You nor We shall be liable by reason of any failure or delay in the performance of Our obligations (except for payment of Charges) on account of strike, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, government action, labour conditions, or any other cause which is beyond the reasonable control of such party.

15.3.Failure or delay by either You or Us in exercising any right or power in this Agreement shall not be considered as a waiver of such right or power.

16.Jurisdiction and Governing Law

16.1.This Agreement and relationships created hereby will in all respects be governed by and construed in accordance with the laws of Ireland. The parties hereby submit to the exclusive jurisdiction of the Irish Courts without prejudice to Our right to apply to any court of competent jurisdiction for emergency, injunctive or interim remedies.


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