REPKNIGHT MASTER SERVICES AGREEMENT

 

1. REPKNIGHT SERVICES

1.1 Customer’s use of RepKnight Services is subject to the terms of this master services agreement. Unless Customer has agreed alternative Terms of Service with RepKnight, Customer agrees to be bound by the terms of this master services agreement (this “Agreement”) with RepKnight in order to access and use RepKnight Services.

1.2 Clauses 1 to 14 of this Agreement contain provisions applicable to all RepKnight Services. The Schedules to this Agreement contain addition provisions applicable to particular RepKnight Services.

2. PRIVACY POLICY

2.1 RepKnight is committed to protecting the privacy of Customer and its Authorised Users. The RepKnight Privacy Policy explains how RepKnight collects, uses and handles Customer’s information where RepKnight is the controller of the data. By using RepKnight Services, Customer agrees to the collection, use and handling of information as set forth in the Privacy Policy at https://repknight.com/privacy

3. DATA PROTECTION

3.1 RepKnight acknowledges that all Customer Data is the property of Customer and with respect to Data Protection Legislation, Customer is the controller and RepKnight the processor of Customer Data.

3.2 Customer agrees that RepKnight will process Customer Data, which may contain personal data, in accordance with the RepKnight Data Processing Agreement at https://www.repknight.com/dpa and incorporated by reference into this Agreement.

4. FEES AND TAXES

4.1 Invoicing Details. Customer is responsible for providing complete and accurate invoicing and contact information, including any purchase order numbers required, and notifying RepKnight in a timely manner of any changes to such information. RepKnight will not be responsible for payment delays due to inaccurate or incomplete information supplied by Customer.

4.2 Fees and Charges. Customer agrees to pay all fees and charges specified in the Order, in the currency specified in the Order without deduction or setoff. Subscription fees must be paid in advance, either annually or in accordance with any billing period stated in the Order. Subscription fees and associated fees incurred are non-cancellable and non-refundable. Invoices for RepKnight IAAS Services will be raised in accordance with the billing schedule set out in the Order or Statement of Work.

4.3 Payment terms. All payments are due and payable: either within 30 days from the date of RepKnight’s invoice or such other period, if any, stated in the Order; free of bank transaction charges; and in the currency stated on the Order. Overdue charges will accrue interest at an annual rate equal to 4% over the then current base lending rate of HSBC Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.4 Taxes and Duties. All fees and charges specified in the Orders are exclusive of all taxes and duties imposed by governing authorities. Other than sales taxes which RepKnight may be required to collect from Customer and remit to the appropriate tax authorities, Customer is solely responsible for payment of all such taxes or duties.

4.5 Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will provide RepKnight with the purchase order number with the Order and RepKnight will include the purchase order number on its invoices. Any terms and conditions on a purchase order do not apply to this Agreement and are null and void. If Customer does not provide a purchase order number with the Order, Customer waives any purchase order number requirement, RepKnight’s invoices will not include a purchase order number and Customer agrees to pay RepKnight’s invoices without a purchase order number.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall, unless otherwise terminated as provided in this clause 5, commence on the Commencement Date and shall continue for the Order Term.

5.2 Suspension for non-payment. RepKnight may suspend the provision of the RepKnight Services without notice if payment has not been received in accordance with the terms set out in clause 4. Suspension will continue until all outstanding amounts are paid by Customer. The period of suspension shall not alter the Order Term. Should the RepKnight Services remain suspended for more than 30 days, this will be deemed to be an irremediable breach of this Agreement for the purposes of clause 5.4(b).

5.3 Suspension for suspected breach of RepKnight Cloud Services Terms of Use. RepKnight may suspend some or all Customer access to the RepKnight Cloud Services without notice if RepKnight reasonably suspects any Authorised Users have failed to comply with the RepKnight Cloud Services Terms of Use. Suspension will continue while the suspected non-compliance is investigated and until RepKnight is satisfied, at its sole discretion, that the RepKnight Cloud Services Terms of Use have been complied with. If Authorised Users have not complied with the RepKnight Cloud Services Terms of Use, this will be deemed to be an irremediable breach of this Agreement for the purposes of clause 5.4(b).

5.4 Termination. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 5.4(d) to clause 5.4(j) (inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

5.5 On termination or expiry of this Agreement for any reason:

(a) in relation to RepKnight Cloud Services, RepKnight may terminate all Authorised Users’ access to the RepKnight Cloud Services. Notwithstanding this, the Customer and Authorised Users shall immediately cease all use of the RepKnight Cloud Services;

(b) in relation to RepKnight IAAS Services, RepKnight shall produce a final invoice for any work performed but not yet invoiced up to the date of termination and Customer shall settle the invoice in accordance with clause 4;

(c) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;

(d) RepKnight may destroy or otherwise dispose of any Customer Data in its possession unless RepKnight receives, no later than ten days after the effective date of the termination or expiry of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. RepKnight shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all outstanding fees and charges. The Customer shall pay all reasonable expenses incurred by RepKnight in returning or disposing of Customer Data. This requirement shall not apply to the extent that RepKnight is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Data RepKnight shall securely isolate and protect from any further processing. In relation to RepKnight Cloud Services, Customer Data that is requested by Customer to be returned will only be returned to the extent that it complies with the RepKnight Cloud Services Terms of Use and any non-compliant Customer Data will be deleted.; and

(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

6. CONFIDENTIALITY

6.1 Each party may be given access to Confidential Information of the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

6.2 Subject to clause 6.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

6.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

6.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 6.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

6.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

6.6 The Customer acknowledges that the RepKnight Services, and the results of any performance tests of the RepKnight Services, constitute RepKnight’s Confidential Information.

6.7 RepKnight and the Customer acknowledge that the Customer Data and the Customer Deliverables are the Confidential Information of the Customer and that the Customer shall own all right, title and interest in and to all of the Customer Data and Customer Deliverables. Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

6.8 Except as set out in clause 6.9, neither party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

6.9 Unless otherwise agreed to by Customer and RepKnight, during the Term, RepKnight may disclose your name as a customer of RepKnight and/or subscriber of the RepKnight Cloud Services if applicable, and you hereby grant RepKnight the right to display Customer company name and logo in RepKnight’s marketing materials and on RepKnight’s public website, in each case in accordance with any branding guidelines you may provide to RepKnight.

6.10 The above provisions of this clause shall survive termination of this Agreement, however arising.

7. WARRANTIES

7.1 RepKnight warrants to Customer that it will comply with all applicable laws, rules and regulations in regard to all of its activities relating to this Agreement and its performance of RepKnight Services hereunder, including but not limited to laws that relate to money laundering, terrorism, commercial or official bribery, and dealing with government officials.

7.2 RepKnight warrants that in performing its obligations under this Agreement it shall comply with all applicable anti-slavery and human trafficking laws, statutes and regulations in force from time to time including but not limited to the Modern Slavery Act 2015 (the “MSA”) and shall not engage in any activity, practice or conduct that would constitute an offence under section 1, 2 or 4 of the MSA if such activity, practice or conduct was carried out in the UK. RepKnight confirms that it has in place adequate due diligence and other processes to prevent such offences occurring anywhere in its business.

7.3 RepKnight has, and shall maintain during the term of this Agreement, appropriate insurance policies including, but not limited to, Professional Indemnity and Public and Products Liability insurance.

7.4 RepKnight’s activities in connection with the performance of the RepKnight Services will not violate any contractual obligations or confidential relationships which RepKnight may have to/with any third party.

8. INDEMNITY

8.1 The Customer shall defend, indemnify and hold harmless RepKnight against all liabilities, claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) Customer Data; or (ii) Customer’s use of the RepKnight Cloud Services in violation of the RepKnight Cloud Services Terms of Use, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) RepKnight provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

(c) the Customer is given sole authority to defend or settle the claim.

8.2 RepKnight shall defend the Customer, its officers, directors and employees against any claim that the RepKnight Services infringes a third party’s intellectual property rights and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claim, provided that:

(a) RepKnight is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to RepKnight in the defence and settlement of such claim, at RepKnight’s expense; and

(c) RepKnight is given sole authority to defend or settle the claim.

8.3 In the defence or settlement of any claim, RepKnight may procure the right for the Customer to continue using the RepKnight Services, replace or modify the RepKnight Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

8.4 In no event shall RepKnight, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the RepKnight Services by anyone other than RepKnight; or

(b) the Customer’s use of the RepKnight Services in a manner contrary to the instructions given to the Customer by RepKnight; or

(c) the Customer’s use of the RepKnight Services after notice of the alleged or actual infringement from RepKnight or any appropriate authority.

8.5 The foregoing and clause 9.3(b) states the Customer’s sole and exclusive rights and remedies, and RepKnight’s (including RepKnight’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any intellectual property rights.

9. LIMITATION OF LIABILITY

9.1 Except as expressly and specifically provided in this Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the RepKnight Services by the Customer, and for conclusions drawn from such use. RepKnight shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to RepKnight by the Customer in connection with the RepKnight Services, or any actions taken by RepKnight at the Customer’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

(c) the RepKnight Cloud Services are provided to the Customer on an “as is” basis.

9.2 Nothing in this Agreement excludes the liability of RepKnight:

(a) for death or personal injury caused by RepKnight’s negligence; or

(b) for fraud or fraudulent misrepresentation.

9.3 Subject to clause 9.1 and 9.2:

(a) RepKnight shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b) RepKnight’s total aggregate liability in contract (including in respect of the indemnity at clause 8.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total fees paid for the RepKnight Services during the 12 months immediately preceding the date on which the claim arose.

10. FORCE MAJEURE

10.1 RepKnight shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of RepKnight or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

11. OTHER TERMS

11.1 Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 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.

11.2 Conflict. If there is an inconsistency between any of the documents that make up this Agreement, the documents will take precedence in the following order: the Order and/or Statement of Work; this Agreement; and any terms located at an URL included by reference in this Agreement. If Customer signs a physical agreement with RepKnight to receive the RepKnight Services, the physical agreement will override this online Agreement.

11.3 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.4 Severance. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

11.5  Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

11.6 No partnership or agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

11.7 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.

11.8 Customer assignment. The Customer shall not, without the prior written consent of RepKnight, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

11.9  RepKnight assignment. RepKnight may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

12. NOTICES

12.1 Notices to Customer and Consent to Electronic Communications. The parties consent to receiving electronic communications and notifications from each other in connection with Customer’s use of the RepKnight Services and this Agreement. Notices to RepKnight must be sent to legal@repknight.com or any other email address notified by RepKnight to Customer. Notices to Customer will be sent to the email address provided by Customer in the Order. The parties agree that any such communication will satisfy any legal communication requirements, including that such communications be in writing. Notices that are provided by email will be effective when a party sends the email. Notices may also be sent by post and a correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. RepKnight may also provide Customer with notices regarding the RepKnight Cloud Services by postings on RepKnight’s website and/or through the RepKnight Cloud Services and such notices will be effective three (3) days after posting.

13. GOVERNING LAW AND JURISDICTION

13.1  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.

13.2 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).

14. AGREED TERMS

14.1 The definitions and rules of interpretation in this clause apply in this Agreement.

“API” means Application Programming Interface.

“Authorised User” means Customer and an individual whom Customer authorizes to use the RepKnight Cloud Services and to whom Customer (or RepKnight, at Customer request) has supplied a unique user identification and password. Authorised Users may, for example, include Customer employees, consultants, contractors and agents.

“Commencement date” means the date set out on the Order when the RepKnight Services are to start.

“Confidential Information” means information that is proprietary or confidential to a party.

“Content” means all third-party content accessible through the RepKnight Cloud Services which may be displayed to or otherwise delivered to the Customer through use of the RepKnight Cloud Services, including but not limited to cached copies of content retrieved from social media postings, internet paste and dump sites, Tor and IRC networks, and other digital content available on the internet.

“Customer” means the customer of RepKnight whose details are set out in an Order.

“Customer Data” means: (i) Search Terms and Customer Search Term Data; (ii) Customer Search Term Results; and (iii) any data supplied by Customer to RepKnight in relation to a Statement of Work.

“Customer Deliverables” means the documents, materials or other deliverables to be delivered to the Customer as set out on a Statement of Work.

“Customer Search Term Data” means the data inputted by the Customer, Authorised Users, or RepKnight on the Customer’s behalf for the purpose of creating Search Terms in the RepKnight Cloud Services.

“Customer Search Term Results” means any Content delivered to Customer or Authorised Users through use of the RepKnight Cloud Services as a result of Customer’s or Authorised User’s Search Terms and Search Term Data.

“Data Protection Legislation” means: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

“Order” means an order for RepKnight Services set out on a RepKnight order form and accepted by RepKnight, an order for RepKnight Services accepted by an authorised reseller or a registration for RepKnight Services completed online and linked to this Agreement.

“Order Term” means the term of the RepKnight Services as set out in an Order or Statement of Works.
“RepKnight” means Repknight Limited incorporated and registered in Northern Ireland with company number NI064091 whose registered office is at 6b Weavers Court, Linfield Road Industrial Estate, Belfast BT12 5GH.

“RepKnight Cloud Services” means any of the hosted services provided and maintained by RepKnight for online searching, monitoring, analysing, reporting and alerting of social media, open web and darkweb content and the RepKnight Documentation, further details of which are set out in schedule 1.

“RepKnight Cloud Services Terms of Use” means the Terms of Use set out at https://repknight.com/usage-policy.

“RepKnight Documentation” means the documentation that RepKnight makes available at its discretion in connection with the RepKnight Cloud Services including online user guides; documentation and help and training materials; sample code; software libraries; command line tools, and other related technology such as add-ons and templates.

“RepKnight IAAS Services” means professional services provided by RepKnight to Customer according to an agreed Statement of Work further details of which are set out in schedule 2.

“RepKnight Services” means RepKnight Cloud Services and/or RepKnight IAAS Services.

“Search Term” means a set of instructions defined by the Customer, Authorised Users or RepKnight on behalf of the Customer and input into the RepKnight Cloud Services that define the Content being searched for using the RepKnight Cloud Services.

“Statement of Work” means the statement of services and deliverables as set out on a RepKnight Statement of Work form and attached to an Order.

14.2 Clause headings shall not affect the interpretation of this Agreement.

14.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

14.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

14.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

14.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

14.7 A reference to writing or written includes e-mail.

14.8 References to clauses are to the clauses of this Agreement.

14.9 References to paragraphs are to the paragraphs of the schedules of this Agreement.

14.10 References to schedules are to the schedules of this Agreement.

 

SCHEDULE 1

REPKNIGHT CLOUD SERVICES

 

1. CLOUD SERVICES

1.1 RepKnight Cloud Services Subscriptions. Subject to Customer’s continuing compliance with this Agreement, RepKnight will make the applicable RepKnight Cloud Services available to Customer during the Subscription Term. While making the applicable RepKnight Cloud Services available to Customer, RepKnight will provide support for the applicable RepKnight Cloud Services at no extra charge and will use commercially reasonable efforts to make the RepKnight Cloud Services available as described in paragraph 4.2 below subject to planned downtime and any emergency maintenance. RepKnight does not warrant that the Customer’s use of the RepKnight Cloud Services will be uninterrupted or error-free, or that the RepKnight Cloud Services and/or the information obtained by the Customer using the RepKnight Cloud Services will meet the Customer’s requirements.

1.2 Trials of RepKnight Cloud Services. RepKnight may make certain RepKnight Cloud Services, or specific features and functions thereof, available for limited periods of time for the purpose of evaluating suitability to purchase a full subscription to RepKnight Cloud Services. Trial use of RepKnight Cloud Services will be solely for review, test and evaluation purposes and may not be used for commercial, non-profit, or revenue-generating activities and Customer may not use the RepKnight Cloud Services in a live operating environment or use RepKnight Cloud Services after the expiry of the trial period. Trial use of RepKnight Cloud Services, or specific features and functions, will be for the term specified by RepKnight. Customer acknowledges that trial use of certain RepKnight Cloud Services may have limited features, functions, indexing capacity, data storage, data security, data retention or other limitations. Notwithstanding anything in this Agreement to the contrary, Customer understands and acknowledges that the provisions of clause 7.2 of the Master Services Agreement do not apply to a trial of any RepKnight Cloud Service. RepKnight may at its sole option terminate or suspend access to any trial version of the RepKnight Cloud Services at any time.

2. CUSTOMER USE OF THE REPKNIGHT CLOUD SERVICES

2.1 Use of RepKnight Cloud Services. Customer may only access and use the RepKnight Cloud Services, and RepKnight Documentation in accordance with this Agreement. Customer’s use of the RepKnight Cloud Services is also subject to compliance with the RepKnight Cloud Services Terms of Use set out at https://repknight.com/usage-policy and failure to comply with the RepKnight Cloud Services Terms of Use will constitute a material breach of this Agreement. Subject to the terms of this Agreement and the RepKnight Cloud Services Terms of Use, Customer may use the RepKnight Cloud Services to search Content collected from sources located in the surface, dark and deep web.

2.2 Registration. Customer agrees to provide accurate and complete information when Customer registers for and uses any RepKnight Cloud Service and agrees to update its account information promptly. RepKnight may suspend or terminate Customer’s account for failure to provide and maintain accurate, current and complete account information. Customer must provide a valid email address for each Authorised User and Customer may only create one account per email address. Each Authorised User account supports only one concurrent session login. Customer must provide any other information requested by RepKnight in order to complete the registration process.

2.3 Authorised Users. Customer is solely responsible for Authorised Users’ compliance with this Agreement and the RepKnight Cloud Services Terms of Use.

2.4 Unauthorised Use. Customer will use commercially reasonable efforts to ensure that there is no unauthorised use of the RepKnight Cloud Services.

2.5 Customer Search Term Data. Customer is solely responsible for the accuracy, quality, legality and use of Customer Search Term Data and the means by which Customer acquired Customer Search Term Data. Customer may only use the RepKnight Cloud Services to search for personal data for which Customer reasonably believes it is the owner or controller of or for which it has permission to search for from the owner or controller of that data.

3. RIGHTS AND RESTRICTIONS

3.1 Intellectual Property Rights. RepKnight owns and shall retain all rights, title and interest, including intellectual property rights, in and to (i) the RepKnight Cloud Services, and (ii) transactional and performance data related to Customer’s use of the RepKnight Cloud Services. No rights are granted to Customer hereunder other than as expressly set forth herein.

3.2 Customer Usage Rights. Subject to the restrictions set out in these paragraphs 3.1 to 3.4 and the other terms and conditions of this Agreement, RepKnight hereby grants to Customer a limited, non-exclusive, non-transferable right, without the right to grant sublicences, to permit Authorised Users to access and use the RepKnight Cloud Services set out in the Order during the Subscription Term solely for Customer’s internal business operations.

3.3 Restrictions. Customer may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the RepKnight Cloud Services, the RepKnight Documentation or any software, documentation or data related to the RepKnight Cloud Services or RepKnight Documentation, (b) modify, translate or create derivative works based on the RepKnight Cloud Services or RepKnight Documentation, (c) use the RepKnight Cloud Services or RepKnight Documentation other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws); or (d) use the RepKnight Cloud Services or RepKnight Documentation for timesharing or service bureau purposes, or license, sublicense, rent, lease, lend, sell, assign, distribute, publish, transfer or otherwise make available to any other person the RepKnight Cloud Services, RepKnight Documentation, any features or functionality of the RepKnight Cloud Services, or any information generated by or results arising from the operation of the RepKnight Cloud Services.

3.4 Feedback. Customer has no obligation to give RepKnight any feedback, recommendations or suggestions (“Feedback”). If Customer does provide Feedback relating to the RepKnight Cloud Services, Customer grants to RepKnight a perpetual, irrevocable, worldwide, exclusive, transferable, sublicensable and royalty free right and license to commercially exploit in any manner RepKnight deems fit such Feedback Customer provides to RepKnight.

4. SUPPORT AND SERVICE LEVELS

4.1 Support. RepKnight shall provide Customer with basic online support in connection with Customer’s use of the Service at no additional charge.

4.2 Service levels. RepKnight shall use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for:

(a) planned downtime (which RepKnight shall not schedule, to the extent practicable, during the hours from 8:00 a.m. to 5:00 p.m. (London Time) Monday to Friday; and

(b) emergency maintenance.

 

SCHEDULE 2

REPKNIGHT IAAS SERVICES

 

1. IAAS SERVICES

1.1 Scope. The scope of RepKnight IAAS Services shall be specified in a Statement of Work as agreed with the Customer and attached to the Order. Variations to the Statement of Work can only be made in writing and signed by both parties. RepKnight will perform all work and deliver all requisite Customer Deliverables in accordance with the Statement of Work.

1.2 Deliverables. Customer Deliverables shall be specified in a Statement of Work as agreed with the Customer and attached to the Order.

1.3 Customer obligations. Where performance of the RepKnight IAAS Services is dependant on information from Customer, including but not limited to Customer Data, Customer will provide such information in a timely manner. If RepKnight’s performance of any of its obligations under the Statement of Work is prevented or delayed by any act or omission by Customer or failure by Customer to perform any relevant obligation (“Customer Default”):

(a) without limiting or affecting any other right or remedy available to it, RepKnight shall have the right to suspend performance of the RepKnight IAAS Services until Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays RepKnight’s performance of any of its obligations; and

(b) RepKnight shall not be liable for any costs or losses sustained or incurred by Customer arising directly or indirectly from RepKnight’s failure or delay to perform any of its obligations as set out in this paragraph 1.3.

1.4 Quality. RepKnight agrees that the RepKnight IAAS Services will be performed in a competent and professional manner and within the time, budget and other assignment deliverable parameters agreed upon by the parties and set out in the Statement or Work.

1.5 Restrictions on use of the RepKnight IAAS Services. Customer may only use the RepKnight IAAS Services to search for data for which Customer reasonably believes it is the owner or controller or for which it has permission to search for from the owner or controller of that data. Customers instructions for RepKnight IAAS Services must comply with all applicable laws and regulations.

1.6 Restrictions on Use of Customer Deliverables. Customer must comply with all relevant Data Protection Legislation when using the Customer Deliverables.

1.7 Conflict of Interest. Nothing in this Agreement shall prevent RepKnight from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the term of this Agreement provided that such activity does not cause either a breach of any of RepKnight’s obligations under this Agreement or a conflict of interest with its work for Customer.

2. PERSONNEL

2.1 The RepKnight IAAS Services shall be rendered solely by its individual employees and/or individuals and/or entities that are not employees of RepKnight but have been engaged by RepKnight to perform Services hereunder on behalf of RepKnight; all of the foregoing being, collectively, the “Personnel”.

2.2 RepKnight represents all such Personnel are qualified to perform the RepKnight IAAS Services. Customer has the right to request removal of any of RepKnight’s Personnel for any lawful reason, which request shall be promptly honored by RepKnight. Proposed substitute Personnel assigned to perform the RepKnight IAAS Services shall be subject to Customer’s concurrence (not to be unreasonably withheld).

2.3 Without limiting any obligations of RepKnight under this Agreement, RepKnight shall be responsible for any breaches of this Agreement by the Personnel.

2.4 RepKnight shall be solely responsible for the payment of all compensation of the Personnel and any taxation related to the compensation. Personnel are not and shall not be deemed to be employees of the Customer.

2.5 When visiting Customer premises, Personnel shall comply with any Customer policies as communicated by Customer at that time.

3. RIGHTS AND RESTRICTIONS

3.1 Intellectual Property Rights. All intellectual property created or owned by either party before the start of the RepKnight IAAS Services shall remain the property of that party. RepKnight owns and shall retain all rights, title and interest, including intellectual property rights, in and to the RepKnight IAAS Services and the activities performed under the Statement of Work. No rights are granted to Customer hereunder other than as expressly set forth herein.

3.2 Customer Deliverables. Where Customer deliverables contain personal information as defined in Data Protection Legislation, Customer will become the data controller for that data.