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Retenda Limited - Terms and Conditions

1 DEFINITIONS

The following words and phrases shall have the meanings set out below:

"Charges" mean the charges applicable for any Services set out in the Charges Schedule on the Website;

"Communications" means the Content sent by You via, but not limited to, internet email, SMS and postal service as part of the Services;

"Content" means all visual, written, video or audible data, information or material including, without limitation: any hyperlink, text, image, logo, word, sound avatar, podcast, video file, document, spreadsheet, text message, email, postcard, letter, form entry, web page, and any other file or data or any similar material, including but not limited to each of the foregoing that is published via, uploaded to, transferred through, publicly posted, processed or entered into, or communicated from, the Services;

"Device" means any electronic or other device that Communications or other Services are received upon;

"Intellectual Property Rights" means any copyright, database right, design right, trade mark, service mark, patent, rights in invention, domain name, confidential information, know-how, business name, trade name, get-up, trade dress, right to sue for passing off or for unfair competition, and any other intellectual property rights whether applied for, registered or unregistered and all extensions, renewals and revivals thereof and existing anywhere in the world;

"Service" and "Services" means all and any part of the services provided by Us including via or in connection with the Website, Communications and Content, being principally the provision of access to a collection of database and communications technology resources, including online tools and services, content and contact management tools, data processing and data storage space on the Website, associated software, communications technology, printing services and other services related thereto provided to You by Us in accordance with this Agreement or otherwise and with the characteristics and features as described at www.retenda.com from time to time and includes all such Services whether chargeable or non-chargeable;

"We", "Our" and "Us" refers to Retenda Limited, a private limited company incorporated in England and Wales and having its registered office at 68 Ship Street, Brighton, East Sussex BN1 1AE (company number 04690223) and having its website at www.retenda.com;

"Website" means the Website at www.retenda.com operated by Us;

"You" are the individual or legal entity to whom We are providing the Website and/or Services pursuant to these Terms;

"Your Clients" are Your customers, whether a company or organisation, delegates, employees who receive any Services (including Communications) from the Website under these Terms and Conditions;

"Your Information" means names, company names, postal addresses, email addresses, mobile telephone numbers and fixed telephone numbers and any other personal data of You and Your Clients;

2 ACCEPTANCE OF THESE TERMS AND CONDITIONS

2.1 These Terms and Conditions apply to all any access to and use of our Website and/or the Services and any other dealings between You and Us in this regard. These Terms and Conditions may be varied or amended by Us from time to time without notice by our posting changes on the Website, whereupon they shall become immediately effective in relation to any further use of our Website and Services. Your access to and use of the Website and/or Services is also subject to all applicable laws and regulations. By accessing and using the Website and/or Services, You are indicating that You accept the provisions of these Terms and Conditions without limitation or qualification. If You do not accept these Terms and Conditions, You must not make any use of the Website or Services. These Terms and Conditions apply regardless of where and on what Device the Website and/or Services are accessed, received or operated.

2.2 These Terms and Conditions and shall come into effect when You first make any use of the Website, including when You activate an account on the Website or an account is activated for You by Us.

2.3 It is an essential condition of these Terms and Conditions that You are acting in the course of a business and are not contracting as a consumer.

3 CHARGES

3.1 All Charges specified on the Website or otherwise quoted to You are in and must be paid in UK Pounds Sterling and are exclusive of any Value Added or other Tax, for which You shall be additionally liable at the applicable rate from time to time.

3.2 In consideration for the provision of Services to You, You shall pay the applicable Charges in full (together with any applicable Taxes, and without any set off or other deduction) electronically at the time of purchasing the Services via the Website, unless alternative payment terms have been agreed separately in writing with Us, in which case We may agree to invoice You, such invoices to be paid either by cheque or bank transfer within 14 days of the date of invoice.. 3.3 No payment shall be deemed to have been made until We have received such payment in cleared funds.

3.4 If You fail to pay Us any Charges due pursuant to this Agreement, then without limiting any other rights We may have or Our rights under the Late Payments of Commercial Debts (Interest) Act 1998, We shall be entitled to charge interest (both before and after any judgement) on the outstanding amount at the prevailing statutory interest rate.

3.5 In addition to Our other rights, if You fail to pay any sums due within 14 days (subject to any separate agreement in writing between the parties from time to time) of the date of each invoice, We retain the right to disable the account and suspend the provision of the Services until such time as any outstanding invoices have been settled in full in cleared funds. If we invoke this clause, it shall not affect Our right to Charges accruing under these Terms and Conditions.

4 SIGN UP and MY PROFILE DATA

4.1 In consideration of Your use of the Website and/or Services, You agree at all times to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Website registration form (such information being the "Sign Up & My Profile Data"); and (b) maintain and promptly update the Sign Up & My Profile Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Service.

4.2 Unless otherwise agreed in writing with You, any Content submitted by You through the Service shall be deemed non-confidential. You represent that You have the lawful right to submit such Content and agree that You will not submit any Content unless You are legally entitled to do so. Because of the open nature of the Internet, we recommend that You do not submit any Content that You consider to be confidential.

4.3 Use of the Website and/or Services signifies Your consent to Us collecting and using personal information about You in accordance with Our Privacy Policy. For more information concerning this Privacy Policy, see wwww.retenda.com/privacy.

5 YOUR ACCOUNT PASSWORD AND SECURITY

5.1 You will create a password or passwords and account designation upon completing the Website registration process. You shall be responsible (including for and on behalf of Your representativesfor maintaining the confidentiality of all passwords and account information, and are fully responsible for all activities that occur under Your passwords and account. You agree to: (a) immediately notify Us of any unauthorised use of Your password or account or any other breach of security; and (b) ensure that You exit from Your account at the end of each session. We cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section 5 and accept and acknowledge that We cannot warrant that either the Website or the Services shall be 100% secure and free from unauthorised access.

6 DATA AND DATA PROTECTION

6.1 We do not claim any proprietary rights in Your Content or Your Information that You submit to the Website in the course of using the Service and sending Communications. You, not Us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, data protection compliance, intellectual property ownership and right to use the Content provided to Your Clients via Communications and/or Your Information utilised in Your Communications to them. We shall not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store any Content or Your Information other than pursuant to Our data protection obligations at law and as set out in clause 6.3 below. In the event that these Terms and Conditions are terminated and providing You have remedied any outstanding breach of contract (if any) , We will make available to You a file of Your Content and Your Information, for a pre-agreed charge, within 5 days of termination if You so request in writing at the time of termination. If You do not make such a request, We reserve the right to remove and/or discard any Content without notice for any breach, including, without limitation, Your non-payment and Your right to access or use Your Content and Your Information via the Website or the Services immediately ceases, unless otherwise agreed in writing.

6.2 You agree that We may use a third party to store data and to back it up. That third party shall be contracted to provide storage and back up services to an acceptable industry standard. However, We have no responsibility or liability for the storage or back up of Your Information or Content and although third party back-ups shall be carried out at regular intervals, You have full responsibility to make Your own back-up of such data if required. We shall have no liability for any loss or damage, however caused, arising from any loss of Your Information or Content.

6.3 It is an essential condition of these Terms and Conditions that, to the extent necessary in connection with Your use of the Website and/or Services, You comply with all applicable data protection and communications legislation (including without limitation, if located in the European Economic Area "EEA", any locally applicable legislation giving effect to EC Directive 95/46/EC and EC Directive 2002/58/EC such as the provisions of the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003). In particular, the You shall: (a) if located or operating in the EEA, ensure that You are appropriately registered with the appropriate regulatory authority for data protection purposes; (b) take appropriate organisational and technical measures against unauthorised or unlawful processing; (c) obtain appropriate express, specific and informed consent when obtaining any personal data from data subjects; (d) keep full records of Your Clients' opt-in/opt-out choices regarding unsolicited emails; (e) if located or operating in the EEA, only transfer personal data outside the EEA with, and only to the extent of, any express and informed written consent of the relevant data subject.

7 CONDUCT AND USAGE OF THE WEBSITE, SERVICES AND COMMUNICATIONS

7.1 You warrant that at all times You shall comply with Our standard guidelines for the acceptable use of the Website, Services and Communications from time to time and Our reasonable directions in this regard. In particular You agree to not use the Website or Services to:

(a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) impersonate any person or entity, including, but not limited to, Our personnel, other associates, facilitators, managers, mentors, teachers or trainers or falsely state or otherwise misrepresent Your affiliation with a person or entity;

(c) forge headers, email addresses, SMS sender IDs or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Website and/or Services;

(d) upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

(e) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(f) upload, post, email, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation

(g) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(h) interfere with or disrupt the Website, Services or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to Us;

(i) intentionally or unintentionally violate any applicable local, state, national or international law, any rules of any national or other securities exchange, and any regulations having the force of law;

(j) encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the United Kingdom or any other country in the world; or

(k) collect or store personal data about other users;

(l) use or launch any automated system, including without limitation, "robots", "spiders" or "offline readers" that accesses the Services in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser. You agree not to collect or harvest any personally identifiable information, including names, from the Services.

7.2 The Website and Services are to be used in relation to Your Clients strictly with Your Clients' permission to be communicated in this way and it is Your sole and full responsibility to obtain, manage and maintain those permissions. We are not responsible for those permissions. If Your Clients' permission to receive Communications is refused or withdrawn then it is Your responsibility to comply with that request and cease Communications according to that request.

7.3 You acknowledge that We do not pre-screen Content, but that We shall have the right (but not the obligation) at Our sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, We shall have the right to remove any Content that violates these Terms and Conditions or is otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not rely on any Content created by Us or submitted to Us, including without limitation information in the Website, message boards, file repositories, and in all other parts of the Website or Services.

7.4 You acknowledge and agree that We may preserve Content and may also disclose Content if required to do so by law or in the reasonable belief that such preservation or disclosure is necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Us, other members using Us and the public.

7.5 You understand that the technical processing and transmission of information through the Service, including Your Content, may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

7.6 You are obligated to notify Us in writing regarding any actual or perceived breach of these Terms and Conditions.

8 INTERNATIONAL USE

8.1 Recognising the global nature of telecommunications systems, the Internet and postal services, You agree to comply with all local laws concerning online conduct and acceptable Content. Specifically, You agree that You are responsible for complying with the laws of the jurisdiction from which You are accessing the Website and You agree that You will not access or use the information on the Website in violation of such laws.

8.2 We reserve the right to pass on and apply any additional charges incurred due to Your international usage of the Website and Services where applicable and where it is reasonable for Us to do so.

9 INDEMNITY

9.1 You agree to indemnify and hold Us, and Our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' Charges, made by any third party due to or arising out of any Content You submit, post, transmit or make available through the Website and Services, Your use of the Website, Your connection to the Website, Your violation of the Terms and Conditions, or Your violation of any rights of another.

9.2 You shall be solely liable to Us for the full compliance with these Terms and Conditions by all of your own personnel authorised by you to use the Website and/or Services on your behalf under these Terms and Conditions, such as but not limited to Associates, Coaches, Consultants, Employees, Facilitators, Managers, Mentors, Teachers and Trainers.

10 NO RESALE OF SERVICE

10.1 You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service (including Content), use of or access to the Service, unless agreed in writing by Us as part of new, separate and specific agreement with Us.

10.2 You shall not sub-license, distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter any service provided under this Agreement.

11 GENERAL PRACTICES REGARDING USE AND STORAGE

11.1 You acknowledge that We may establish general practices and limits concerning use of the Website and Services, including without limitation the maximum number of days that any uploaded Content will be retained on the Website, the maximum disk space that will be allotted on Our servers on Your behalf, the maximum number of times (and the maximum duration for which) You may access the Website in a given period of time and the maximum number of communications transmitted within a given period of time. You agree that We have no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by Us. You acknowledge that We reserve the right to suspend, deactivate or delete any accounts that are inactive for an extended period of time. You further acknowledge that We reserve the right to change these general practices and limits at any time, in Our sole discretion, with or without notice.

12 MODIFICATIONS TO SERVICE

12.1 Except in relation to Services already purchased by You, We reserve the right, at any time and from time to time, to modify, temporarily or permanently, the Website and Services (or any part thereof) with or without notice. You agree that We shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Website and Services.

13 TERMINATION

13.1 You agree that We may immediately terminate Your access to Your account with Us, the provision of the Services to you and/or your access to the Website as a result of:

(a) Material breaches or violations of the Terms and Conditions or other incorporated agreements or guidelines which (in the case of breaches or violations that are capable of remedy) remain unremedied after 14 days' written notice to You requiring You to remedy the same;

(b) Requests by law enforcement or other government agencies;

(c) A request by You (self-initiated account deletions);

(d) Discontinuance or material modification to the Website (or any part thereof);

(e) Unexpected technical issues or problems; and/or

(f) Extended periods of inactivity of Your account.

13.2 Termination of Your account may result in any or all of the following, at Our sole discretion: (a) removal of access to the Website and Services; (b) deletion of Your password and all related information, Content associated with or inside Your account (or any part thereof); and, (c) barring further use of the Website.

13.3 You agree that any termination for cause shall be made at Our sole discretion and that We shall not be liable to You or any third-party for any termination of Your account, or access to the Website.

13.4 In the event that We terminate Your access to the Website and/or Services pursuant to Section 13.1(b), 13.1(d) or 13.1(f) We shall refund to You that part of the Charges that relate to unused Service credits and this shall be Your sole remedy for such termination.

14 COMMUNICATION DELAYS

14. 1 The Website and Services may be subject to limitations, delays and other problems inherent in the use of the internet, telecommunications and postal communications. We are not responsible for any delays, delivery failures or other damage resulting from any such problems.

15 RETENDA PROPRIETARY RIGHTS

15.1 You acknowledge and agree that the Website, the Services and all data, content, software, trade marks, branding, design and all other materials related thereto are protected by Our and Our licensors' Intellectual Property Rights and otherwise at law.. Except as expressly authorised by Us in writing, You agree not to modify, rent, licence, lease, loan, sell, distribute or create derivative works based on the Website or the Services or purport to do the same, in whole or in part.

15.2 We grant You a personal, non-transferable and non-exclusive access to use the Website and Services provided that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the same. You agree not to access the Services by any means other than through the interface that is provided by Us for use in accessing the Services.

15.3 The Website and Services are provided solely for Your own business use and You shall not sub-license, distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter any content within the Website or Services.

15.4 You shall not remove or replicate any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in the Website or Services. You shall not carry out any act or omission or permit or procure any act or omission to take place that infringes or is likely to infringe any Intellectual Property Rights owned or used by Us or otherwise relating to the Website, Services or otherwise.

16 DISCLAIMER OF WARRANTIES

16.1 You expressly understand and agree that:

a) Your use of the Website and Services is at Your sole risk. The Website and Services are provided and accepted by You on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement.

b) We give no warranty that the Website or Services will i) meet Your requirements ii) will be uninterrupted, timely, secure or error free iii) deliver results that are accurate or reliable iv) provide the quality of products, services, information or other material that will meet Your expectations and v) ensure any software errors will be corrected.

c) Any material downloaded or otherwise obtained through the use of the Website or Services is at Your own discretion and risk and that You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such material.

d) No advice or information, whether oral or written, obtained by You from Us shall create any warranty not expressly stated in these Terms and Conditions.

17 LIMITATION OF LIABILITY

17.1 You expressly understand and agree that We shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, client relationships, use data or other intangible losses (even if We have been advised of the possibility of such damages) resulting from i) the use or the inability to use the Website or Services ii) the cost of substitute goods and services resulting from any goods, data information or services purchased or obtained or messages received or transactions entered into, through or from Us iii) unauthorised access to or alteration of Your Information, Content or other data or communications iv) statements or conduct of any third party on the Service or v) any other matter relating to the Services.

17.2 Nothing in these Terms and Conditions shall exclude or limit Our liability for i) death or personal injury caused by negligence ii) fraud iii) misrepresentation as to a fundamental matter or iv) any liability which cannot be excluded or limited under applicable law.

18 GENERAL INFORMATION

18.1 These Terms and Conditions (which shall include and incorporate by reference any additional written terms that We may agree with You on a case by case basis referring to these Terms and Conditions) shall constitute the entire agreement between You and Us and govern Your use of the Website, and Services, superseding any prior agreements between You and Us. You also may be subject to additional terms and conditions that may apply when You use affiliate services, third-party content or third-party software and You shall take sole responsibility for Your compliance with the same.

18.2 These Terms and Conditions do not entitle You to any upgrades, updates, add-ons, patches, enhancements, or fixes for the Software (collectively, "Updates"). We may occasionally provide You with Updates to the Software at Our sole discretion. 

18.3 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

18.4 If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect.

18.5 The section titles in these Terms and Conditions are for convenience only and have no legal or contractual effect.

19 THIRD PARTIES

19.1 A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term herein.

20 PROPER LAW AND JURISDICTION

20.1 These Terms and Conditions and all matters arising from them shall be governed by and construed according to the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

20.2 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website, Services and these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.

© Retenda Limited, 2011. All rights reserved.

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