The websites www.juiced-media.co.uk, www.juicedwebhosting.com, www.juicedwebdesign.co.uk (‘the Website’, ‘our Website’) are owned and operated by Juiced Media Limited a private limited company registered in England and Wales, Company Registration Number: 6863960 (VAT Number: GB 916 8391 95) and having its registered office address at Riverside Business Centre, 1 Riverside Road, Lowestoft, Suffolk, United Kingdom (‘Juiced Media’, ‘our’, ‘we’ or ‘us’).

Juiced Media aims to provide a wide range of Internet services to our customers that include but are not limited to shared web hosting (branded as “Business Hosting” and “Reseller Hosting”), VPS hosting (branded as “Managed Virtual Server”), Managed Server hosting and dedicated Linux and Windows hosting environments.
This agreement sets out the terms and conditions upon which we will provide the products and services detailed on our Website to you. Your use of our services means that you accept, and agree to abide by all the terms set out within this document.

Definitions In this agreement, unless the context otherwise requires:

1. 'the Charges' means the charges to be paid by the Customer for the Services as specified in the schedule;
2. 'confidential information' means all business, technical, financial or other information created or exchanged between the parties;
3. 'the Contact Details' means the contact details for the parties including postal address, fax number and email address, and the names of the parties' respective representatives specified in the schedule;
4. 'the Content' means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Website;
5. 'the Customer’ means you the person or entity ordering a product or service from us via our Website;
6. 'the Customer Software' means the software used in the Website owned by the Customer, or licensed to him by a third party or Juiced Media, but shall not include Juiced Media’ Software or platform;
7. 'DNS' stands for domain name system;
8. 'expert's decision' means a decision of an expert made in accordance with the procedures set out in clause 16;
9. 'the Initial Term' means the initial term for the supply of the Services as specified in the schedule;
10. 'intellectual property rights' means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country;
11. 'an IP address' stands for an internet protocol address;
12. 'ISP' stands for internet service provider;
13. 'the Services' means the services provided to the Customer by Juiced Media as specified in the schedule;
14. 'the Software' means the Customer Software and Juiced Media Software;
15. 'Juiced Media Network' means that part of the Internet that is directly under the control of Juiced Media;
16. 'Juiced Media Software' means the software and related documentation owned by or licensed to Juiced Media including any upgrades or related documentation, as specified in the schedule;
17. 'the Terms of Payment' means the terms of payment of the Charges specified in the schedule and/ or as set out on our Website;
18. 'upgrades' includes all updates, upgrades, enhancements, corrections, modifications, new releases, new versions and bug fixes in object code form only from time to time issued or made available by Juiced Media;
19. 'URL' stands for universal resource locator;
20. 'virus' means a computer program that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as 'worms' or 'trojan horses';
21. 'visitor' means a third party who has accessed the Website;
22. 'the Website' means the website identified in the schedule;
23. 'the Website Maintenance Services' means the services to be provided by Juiced Media to the Customer in relation to the Website as detailed in the schedule.
24. ‘budget’ means the budget annexed hereto containing details of all projected costs and expenses for developing the Deliverables in accordance with this Agreement.
25. ‘code’ means all computer programming code (both object and source, unless otherwise specified), as modified or enhanced from time to time by the Contractor, including, without limitation, all interfaces, navigational devices, menus. menu structures or arrangements, icons. help, operational instructions. script, commands, syntax HTML. (hyper-text mark-up language), design, templates written in PHP or other scripting languages, and the literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access or otherwise affect the Content whether created or licensed from third parties by the Contractor including without limitation, any Intellectual Property Rights in such material.
26. ‘confidential information’ means in relation to either party any information which is disclosed to that party by the other party (whether or not developed by the other) including, without limitation (a) the preparation and Specifications of the Deliverables, (b) pre-existing or new information that relates to all ideas, designs, methods, discoveries, improvements, products or other results of consulting services, (c) trade secrets, (d) product data, (e) proprietary rights, (f) business and financial affairs, (g) product developments, and (h) customer and employee information.
27. ‘content’ means all test, graphics, animation, audio and/or digital video components and all other components of the Deliverables and the selection and arrangement thereof, other than the Code whether created by the Contractor or provided by the Client for purposes of developing the Deliverables, including without limitation any Intellectual Property Rights therein.
28. ‘deliverables’ means all Code, Content and other online materials to be produced by the Contractor hereunder as more fully described in the Work Statement. including all documentation such as logic manuals, flow charts, principles of operation, technical manuals and other written materials that relate to the object code, provided however, that documentation does not include end-user instructions, manuals or other operating documentation or materials.
29. ‘final project acceptance form’ means a document signed and dated by the Client confirming that the Project has been completed and tested and either delivered to their satisfaction (accepting the project as a whole) or not delivered to their satisfaction (rejecting the project as a whole or certain deliverables);
30. ‘pre-existing work’ means any pre-existing original works of authorship contained in the Content in existence before this agreement is agreed.
31. ‘specifications’ means the requirements for the development of the Deliverables, including operational and functional capabilities and performance.
32. ‘website’ means the Client's World Wide Web site to be developed by the Contractor pursuant to this Agreement;

Interpretation In this agreement unless otherwise specified:

33. reference to a subsidiary or holding company is to be construed in accordance with the Companies Act 2006 section 1159;
34. reference to a party is reference to a party to this agreement and includes its permitted assignees and the respective successors in title to substantially the whole of its undertaking;
35. reference to a person includes any person, individual, company, firm, corporation, government, state or agency of a state, or any undertaking whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists;
36. words denoting the singular include the plural and vice versa and words denoting any gender include all genders;
37. reference to a numbered clause, paragraph or schedule is to that clause, paragraph or schedule of this agreement;
38. 'this agreement' shall, unless the context otherwise requires, mean and include the schedule;
39. 'control' is to be construed in accordance with the Income and Corporation Taxes Act 1988 section 416 and 'controlling' and 'controlled' shall be construed accordingly;
40. 'includes' and 'including' mean includes and including without limitation; and
41. the index to and the headings in this agreement are for information only and shall be ignored in construing it.

Duties

42. Subject to the terms and conditions of this agreement, Juiced Media shall provide the Services to the Customer.

Charges and Payments

43. The Customer shall pay the Charges to Juiced Media according to the Terms of Payment.
44. The Charges shall be payable in UK Pounds Sterling.
45. VAT is charged to any Customer residing within the UK. VAT shall also be charged to any customer within the EU VAT area unless we are provided with a valid VAT number (excludes UK). Prices advertised on our website generally exclude VAT. Juiced Media offers both monthly and annual billing with shared hosting and unless otherwise agreed separately only monthly for Juiced Media’s reseller hosting. The Customer can cancel at anytime and the cancelation will take effect immediately once processed. No refund will be provided for any unused service within their current billing cycle in the event of cancelation. By way of example if the Customer signs up on an annual basis and cancels 8 months into the 12 month term; the Customer shall not be refunded for the remaining balance. In some cases with Managed Servers or complex solutions the Customer will be charged monthly but with a minimum term of 6 or 12 months. These services cannot be ordered via our Website and would not qualify for our 15 day money back guarantee. With our shared, reseller and managed virtual server hosting the Customer can cancel within first 15 days and receive a refund of their first payment.
46. Juiced Media may charge the Customer interest in respect of late payment of any sum due under this agreement, at a rate of 4% a year above the base rate from time to time of The Royal Bank of Scotland PLC. or the assignee or successor in title of substantially the whole of its undertaking, from the due date for payment until payment is received.
47. All invoices must be paid within the time period stipulated on the invoice. If payment is not made and 5 days have elapsed from and including the date payment was due, Juiced Media reserves the right to suspend the Service and after a further 14 days terminate Services and delete the Customer’s Software, Content and any other data that forms part of the Services.

Web development and design services

Scope of Services

The Contractor shall author, design, create, develop, test and produce the Deliverables, and host the Web Site, in accordance with the agreed work specification for the purpose of establishing the Web Site. At any time during the term of this Agreement, the Client may request additional services to be performed by the Contractor in connection with the Web Site, including any updates or upgrades. Such additional work shall be agreed upon in writing by the parties and shall service as an addition or revision to the work specification, shall be subject to the terms of this agreement and become effective upon execution, by authorised representatives of both parties, of a written statement of the revision.

Notice of Delay

The Contractor agrees to use commercially reasonable efforts to complete the Deliverables in a timely manner according to the Work Programme but the obligations with respect to meeting the Work Programme are subject to delays caused by unforeseen circumstances, by any voluntary action of the Client or of any third parties beyond the control of the Contractor. The Contractor agrees to notify the Client promptly of any event coming to its attention that may affect the Contractor's ability to meet the requirements of the Work Statement, or that is likely to cause any material delay in delivery of the Deliverables. The Contractor shall not be in breach of this Agreement as a result of a reasonable delay in delivering the Deliverables occurring for any reason including those caused by either the contractor or the client or reasons outside the control of either party.

Changes

Changes in the Work Statement shall become effective only upon written agreement of the parties. The Contractor shall accept any reasonable change requests made by the Client that reduce the cost of performance; provided, however, that an equitable adjustment in compensation is made for the out of pocket costs of any performance or preparation already undertaken, and that the total reduction shall not be more than 25% of the amount originally agreed to by the parties. The Contractor shall make reasonable efforts to accommodate (but shall not be required to accept) any change requests made by the Client that increase the cost or magnitude of performance, provided that the proposed changes are reasonable in scope and the Client establishes a commensurate increase in compensation.

Compensation

Amounts and modes of payment for the Deliverables, and any related services shall be set forth in the Work Statement subject to the following provisions:

Fixed Price

If the Contractor quotes an unqualified and unconditioned price for the Deliverables or particular services, the amount quoted shall be deemed a fixed price. Unless the Juiced Media provides for progress payments, deferral of payment after completion or some other form of payment schedule, the Client shall pay the full amount of the fixed price associated with the Deliverables and shall begin making payments for the Contractor’s services before delivery of final Deliverables.
Except as set forth in the Work Statement, the Contractor shall bear all of its own expenses arising from its performance of its obligations under this Agreement, including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies, and the like.

Time and Materials

With respect to Deliverables and other services for which the parties determine that payment on a fixed price basis is not appropriate, the Work Statement may provide for payment on the basis of time and materials, determined according to the hourly rates set for the Contractor's employees by skill level in the schedule of rates to be agreed to by the parties and attached hereto. The parties may agree on a maximum aggregate amount for particular services or Deliverables. The Contractor shall use all commercially reasonable efforts to complete the specified services and/or Deliverables, or host the Web Site for a specified period of time, for no more than such aggregate amount. Should the Contractor determine at any time that it may be necessary to exceed such aggregate amount, the Contractor shall provide a written notice to the Client, indicating the estimated cost to complete the pertinent services and/or Deliverables. Following receipt of such estimate, the Client shall immediately instruct the Contractor in writing to (i) halt work with respect to such services and/or Deliverables, (ii) continue on a time and material basis, or (iii) suspend work pending further negotiation of a fixed price for completion.
The hourly rates prescribed by the schedule of rates shall be in lieu of compensation or reimbursement for any costs or burden incurred by the Contractor except as specifically set out in the Work Statement. Rates quoted by the Contractor in a schedule of rates are subject to change upon thirty (30) days' advance notice. provided that any such change shall have no effect upon rates or charges for work already rendered or scheduled to be rendered within thirty (30) days of the issuance of such notice.

Term and Termination

Term

This Agreement will remain in effect through the period of time during which the parties agree that the Contractor will develop the Web Site and whilst hosted by Juiced Media’s services (if applicable).

Duration and Termination

4.2 Either party shall have the right, exercisable by giving not less than 1 months’ written notice to the other at any time prior to the expiry of the period specified in Clause 4.1 (or any further period for which this Agreement has been extended pursuant to this pursuant to this provision) to extend this Agreement for a further period of 1 years.
4.3 Either party may terminate this Agreement after the Website has been developed and commissioned by giving to the other not less than 1 months written notice, to expire on or at any time after 1 month.
4.4 Either party may forthwith terminate this Agreement by giving written notice to the other party if:-
4.4.1 any sum owing to that party by that other party under any of the provisions of this Agreement is not paid within 30 days of the due date for payment;
4.4.2 that other party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
4.4.3 an encumbrancer takes possession, or (where that other party is a company) a receiver is appointed, of any of the property or assets of that other party;
4.4.4 that other party makes any voluntary arrangement with his or its creditors or (being a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
4.4.5 that other party (being an individual or firm) has a bankruptcy order made against him or it or (being a company) goes into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
4.4.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party;
4.4.7 that other party ceases, or threatens to cease, to carry on business; or
4.4.8 control of that other party is acquired by any person or Connected Persons not having control of that other party on the date of this Agreement.
4.5 For the purposes of Clause 4.4.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence).
4.6 The rights to terminate this Agreement given by this Clause 4 shall not prejudice any other right to remedy of either party in respect of the breach concerned (if any) or any other breach.

5. Effects of Termination

Upon the termination of this Agreement for any reason:-
5.1 any sum owing by the Client to the Contractor under any of the provisions of this Agreement shall be immediately payable and the Client will pay the Contractor for all unpaid invoices and uncompensated staff time and expenses up to the date of termination; provided, however, that if the Deliverables are being performed on a fixed price billing basis, all staff time and expenses shall be paid as if on a time and material billing basis;
5.2 each party shall forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other party any documents in its possession or control which contain or record any Confidential Information;
5.3 any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and
5.4 subject as provided in this Clause 5, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.

6. The Client's Responsibilities

6.1 The Client shall (i) furnish information requested by the Contractor, (ii) provide adequate access to personnel of the Client, and (iii) maintain the accessibility and operability of the Web Site to the extent reasonably necessary for the Contractor to fulfil its responsibilities under this Agreement. Any delays attributable to the Client's failure to respond to reasonable requests by the Contractor will extend any and all deadlines for an amount of time equal to the Client's delay. The Client reserves the right to make any necessary equipment or software upgrades, changes or modifications.
6.2 The Client shall maintain such rights in the property described in Clause 9.2 and any third party software during the Term as necessary to carry out the purposes of this Agreement.

7. Delivery and Acceptance of Deliverables

7.1 Time and Manner of Delivery

The Contractor shall deliver the Deliverables at the times and in the manner specified in the Work Statement.

7.2 Procedure for Acceptance

The procedure for acceptance of any Deliverable shall be as follows:-
7.2.1 The Client shall have 5 working days to inspect and test each such Deliverable when received. Upon completion of such testing, the Client shall issue to the Contractor a Final Project Acceptance Form indicating acceptance or rejection of the Deliverables provided that in any event unless Client has notified the Contractor of its rejection of any Deliverables within seven (7) days following delivery thereof, the same shall conclusively be deemed accepted.
7.2.2 The Client may only reject Deliverables for material failure to comply with the applicable Specifications within the Work Statement. In the event of rejection, the Client shall give its reasons for rejection to the Contractor in reasonable detail. The Contractor shall then have the time allotted in the Work Statement to use commercially reasonable efforts to correct any deficiencies or non-conformities from the applicable Specifications and resubmit the rejected items as promptly as reasonably possible until the Deliverables are accepted; provided, however, that upon the third or and subsequent rejection the Contractor or Client may terminate this Agreement by thirty (30) days’ notice unless the Deliverables are accepted during the notice period.
7.2.3 Upon acceptance of Deliverables by the Client, the Specifications for such Deliverables shall automatically be deemed to be amended to conform to the Deliverables as accepted by Client.

Rights in Content and Software

9.1 The Contractor’s Property

All Deliverables and other items and materials delivered by the Contractor to the Client hereunder, and all Intellectual Property Rights associated with any of the foregoing, shall be owned exclusively by the Contractor, and no right, title or interest in or to any of the same other than the license granted to the Client pursuant to Section 9.3 is granted, transferred or assigned to the Client by this Agreement or any Work Statement. At the Contractor’s expense, the Client shall: (a) co-operate with the Contractor in its efforts to obtain available protection for the Deliverables under domestic and foreign laws and to secure such certifications registrations, or licenses as may be appropriate for the better protection of the same in the United Kingdom or any foreign country; and (b) take such further action as the Contractor may reasonably request (including, without limitation, execution of affidavits and other documents) to effect, perfect or confirm the Contractor’s ownership interests as set forth in this Section 9. The Client may make one (1) archival or backup copy of the Deliverables. The Client shall not make any other copies of any Deliverables, without the written permission of the Contractor.

9.2 The Client's Property

The Client’s logos, trademarks, trade names, copyright materials and the Client’s Pre-existing Work remain the Client’s sole property. The Contractor agrees that the service mark [i.e., “Client’s Web Site,”] uniform resource locator (“URL”) [i.e., “www.Client.com”] and the IP numeric equivalent will remain the sole property of the Client as long as payment for these items has been received in full. The Contractor agrees to identify the Client’s trademarks, copyrights and other Intellectual Property Rights in the Web Site by including appropriate symbols and notices as reasonably requested by the Client.

9.3 License Grant

Subject to the terms and conditions of this Agreement, each party (the "Owner") hereby grants the other a non-exclusive, non-transferable (except with written permission from the Owner), non-sub-licensable, worldwide license (i) to use any third party software used by the Contractor or provided to the Contractor by the Client or (ii) use, reproduce and/or modify the Owner's property, as described above, solely in connection with the operation of the Web Site. During the Term, the Contractor agrees to deliver or provide any Deliverables to any party listed in Section [7] of the Work Statement for use in connection with the operation of any Internet Web sites owned by such parties.

9.4 Limitations

All rights in and to the Deliverables and any other items and materials delivered by the Contractor to the Client which are not expressly granted to the Client under Section 9.3 above are reserved to the Contractor. Without limiting the generality of the foregoing, the Client shall not, and shall not assist, authorise or encourage any third party to:
9.4.1 use or transmit any Deliverables on or to any other Internet Web site or network not owned by the Contractor,
9.4.2 reverse engineer, decompile, disassemble any Deliverables or otherwise attempt to discover any Source Code or trade secrets related to any Deliverables;
9.4.3 distribute, license, rent, sell, lease or otherwise transfer any Deliverables:
9.4.4 modify or create derivative works based on any Deliverables: or
9.4.5 remove; obscure or alter any notice of copyright, trademark or other proprietary notices present on or in any Deliverables.

9.5 Confidential Information

Each party undertakes that, except as provided in Clause 9.6 or as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for five years after its termination:-
9.5.1 keep confidential all Confidential Information;
9.5.2 not disclose any Confidential Information to any other person;
9.5.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
9.5.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
9.5.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the provisions of 9.5.1 to 9.5.4 above.
9.6 Either party may:-
9.6.1 disclose any Confidential Information to:-
9.6.1.1 any sub-contractor or supplier of that party;
9.6.1.2 any governmental or other authority or regulatory body; or
9.6.1.3 any employee or officer of that party or of any of the aforementioned persons;
to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that party first informing the person in question that the Confidential Information as confidential and (except where the disclosure is to any such body as is mentioned in (ii) above or any employee or officer of any such body) obtaining and submitting to the other party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made and
9.6.2 use any Restricted Information for any purpose, or disclosure it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that Confidential Information which is not public knowledge.
9.7 The provisions of Clauses 9.5 and 9.6 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

10. Representations, Warranties, and Limitations

10.1 The following representations and warranties are provided solely for the benefit of the parties to this Agreement, and no other person or entity.
10.1.1 The Contractor warrants that (i) the Deliverables and software it creates or licenses to the Client shall perform reasonably as stated in the Specifications and (ii) it will perform all work called for in the Work Statement in compliance with applicable law.
10.1.2 The Contractor warrants that any part of the Client's Web site and Content developed solely by the Contractor (i) will be original and will not infringe on any patent, copyright, trade secret or other proprietary rights of others, nor (ii) will not be defamatory to any third party or violate any third parties rights of privacy or publicity.
10.1.3 The Client warrants that no part of the Web Site, including all related materials and Content provided by the Client in the production of the Deliverables, (i) infringes on any Intellectual Property Rights of others, nor (ii) is defamatory to any third party or violates any third parties rights of privacy or publicity.
10.1.4 The Client warrants that it is the owner of all rights in, or has obtained any written permission necessary to authorise the Contractor's use pursuant co this Agreement of, any part of the Web Site, materials and content provided by the Client.
10.1.5 The Client shall be solely responsible for the adequacy and accuracy of all Content, information and data provided to the Contractor. The Client shall review the accuracy of all Content. information and data once the Contractor has included the same in the Web Site. The Client shall be solely responsible for the Content and information within the Web Site, and shall be responsible for all changes to the content of the Web Site. accordingly. The Contractor shall not be responsible for screening, policing, editing, or monitoring any content, or additional materials added by the Client or any third party to any Deliverable or included services. If notified of allegedly infringing, defamatory, damaging, obscene, illegal or offensive material, the Contractor's sole obligation will be to inform Client of such allegations. The Client shall defend, indemnify and hold the Contractor harmless from all liability and expenses (including, but not limited to attorneys fees) arising from such claim unless said liability is due gross negligence or a wilful default by the Contractor in carrying out its obligations under this Agreement.
10.1.6 The Contractor will not create or change any pages of the Web Site or the content therein without the Client's written authorisation, which shall be sent to the Contractor pursuant to Section 16.
10.1.7 Each party has full power to enter into this Agreement. to carry out its obligations under this Agreement and to grant the rights described herein to the other party.
10.1.8 The Contractor does not warrant any Deliverable or included services against failure of performance due to failure of computer hardware or communication system for whatever reason other than the Contractor’s default. Except as specifically provided in this section, the Contractor hereby disclaims and the Client hereby waives all other warranties, express or implied, with respect to the Deliverables and all services provided hereunder, arising by law or otherwise, including without limitation:
10.1.8.1 any implied warranty of merchantability, fitness for a particular purpose non-infringement or arising from course of dealing, course of performance or usage of trade; and
10.1.8.2 any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of the Contractor (whether active, passive or imputed).

11. Remedies and Indemnification

The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk.

11.1 Remedies

In addition to its rights of termination, the Client’s exclusive remedies for the Contractor’s default hereunder shall be to obtain the repair, replacement or correction of the defective services, software or equipment to the extent warranted under this Agreement. If such remedy is not economically or technically feasible or effective, then the Client may obtain an equitable partial or full credit or refund of amounts paid with respects to the defective services or Deliverable, subject to the limitation set forth immediately below.

11.2 Limitation of liability

Except as expressly provided in this Agreement the Contractor shall not be liable to Client or any third party, whether in contract, tort (including negligence) or otherwise for:-
11.2.1 any amount in excess of the amount paid by the Client to the Contractor for any services during the six (6) months prior to the event giving rise to the alleged claim, or
11.2.2 any loss of revenue, business contracts anticipated savings or profits, or any loss of use of facilities; or
11.2.3 any special indirect or consequential loss howsoever arising;
11.2.4 in clause 9.2.3 “anticipated savings” means any expense which either party expects to avoid incurring or into incur in a lesser amount than would otherwise have been the case by reason of the use of the services and facilities provided by the Contractor under this Agreement.

11.3 Copyright and Proprietary Rights Notices

The Client shall maintain on all copies of a Deliverable the copyright notices, confidentiality legends, patent markings and other labels (singularly or collectively "Proprietary Rights Notices") in the exact forms reasonably specified in written notices by the Contractor. Client shall not remove or alter any copyright or other Proprietary Rights Notices placed by the Contractor.

11.4 Force Majeure

11.4.1 For the purposes of this Agreement “Force Majeure” means in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, acts of god, industrial action, civil disturbances, disruption of telecommunications power or other utilities or interruption or termination of security the Internet access provider being used by the Contractor to link its services to the Internet).
11.4.2 If any Force Majeure occurs in relation to either party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other party as to the nature and extent of the circumstances in question.
11.4.3 Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
11.4.4 If the performance by either party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of six months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable the other party shall be entitled to terminate this Agreement by giving written notice to the party so affected.

12. Independent Contractors: Authority of the Contractor

The Contractor has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be carried out by the Contractor hereunder unless otherwise provided herein. the Contractor may, at the Contractor’s own expense, employ such assistants as the Client deems necessary to produce the Deliverables. The Client may not control, direct or supervise the Contractor's assistants or employees, and each party shall be responsible for its own taxes or any withholding or benefits on behalf of its employees.

13. Nature of Agreement

13.1 Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.
13.2 Subject to Clause 13.1 this Agreement is personal to the parties and neither party may assign, mortgage or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, except with the written consent of the other party or as specifically permitted under Clause 12 hereof.
13.3 Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.
13.4 This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
13.5 Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.6 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
13.7 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

14. Notices and Service

14.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:-
14.1.1 delivering it by hand;
14.1.2 sending it by pre-paid first class registered post; or
14.1.3 sending it by facsimile transmission or comparable means of communication;
to the other party at the address given in Clause 14.4.
14.2 Any notice or information given by post in the manner provided by Clause 14.2 which is not returned to the sender as undelivered shall be deemed to have been given to the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
14.3 Any notice or information sent by facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Clause 14.1.2 to the other party at the address given in Clause 14.4 within 24 hours after transmission.
14.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.

15. Miscellaneous

15.1 Each party shall from time to time (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
15.2 The parties shall bear their own costs of and incidental to the preparation, execution and implementation of this Agreement.
15.3 Neither party shall make or procure or permit any other person to make any press or other public announcement concerning any aspect of this Agreement without first obtaining the agreement to the other party to the text of that announcement.
15.4 This Agreement may be executed in a number of counterparts and shall come into force once each party has executed such a counterpart in identical form once each party has executed such a counterpart in identical form and exchanged the same with the other party.

16. Applicable Law and Jurisdiction

16.1 UK law shall apply to the whole of this Agreement.
16.2 Any question arising out of this Agreement as to the construction or effect of any Intellectual Property shall be decided in accordance with the laws of the country in which the Intellectual property in question has been granted or filed or exists.
16.3 The parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.

17. Arbitration

17.1 Subject to Clause 17.2, any dispute, difference or disagreement between the parties arising out of or in connection with this Agreement shall be referred to the arbitration in London of a single arbitrator appointed by agreement between the parties within 30 days after a request for a reference is made by either party, or failing that nominated on the application of either party to ICANN.
12.1 Clause 17.1 shall not:-
12.1.1 apply to any dispute, difference or disagreement in respect of which the provisions of this Agreement specify the consequences; or
12.1.2 preclude the making of an application to the Court for injunctive relief.

Website Hosting Services

IP Addresses

48. The Customer acknowledges that he has no right, title or interest in the IP address allocated to him, and that any IP address allocated to him is allocated as part of the Services and is not portable or otherwise transferable by the Customer in any manner whatsoever.
49. If an IP address is renumbered or reallocated by Juiced Media, Juiced Media shall use its reasonable endeavours to avoid any disruption to the Customer.
50. The Customer agrees that he will have no right, title or interest to the IP address upon termination of this agreement, and that the acquisition by the Customer of a new IP address for the Website following termination of this agreement shall be the exclusive responsibility of the Customer.

Software licence and rights

51. If and to the extent that the Customer requires use of Juiced Media Software in order to use the Services, Juiced Media grants to the Customer a royalty-free, world-wide, non-transferable, non-exclusive licence to use Juiced Media Software in object code form only. The Customer has the right to authorise its employees, agents and third party consultants and contractors to use Juiced Media Software as aforesaid provided that such use is consistent with the terms of this agreement.
52. The Customer grants to Juiced Media a royalty-free, worldwide, non-exclusive licence to use the Content and the Customer Software in relation to its obligations under this agreement in connection with the provision of the Services.
53. Except as expressly set out in clauses 6.1 and 6.2, this agreement does not:
    1. transfer or grant to the Customer any right, title, interest or intellectual property rights in Juiced Media Software;
    2. transfer or grant to Juiced Media any right, title, interest or intellectual property rights in the Customer Software.
54. The Customer agrees that he will not himself, or through any parent, subsidiary, affiliate, agent or other third party:
    1. copy Juiced Media Software except as expressly permitted under this agreement or by law;
    2. sell, lease, license or sublicense Juiced Media Software or the documentation connected with it; or
    3. use any confidential information of Juiced Media.
    4. Provide access to Juiced Media owned services or software to third parties without the written consent of Juiced Media.
55. If the Customer is permitted to make any copies of Juiced Media Software, the Customer must reproduce all proprietary notices of Juiced Media, if any, on the copies.

Service levels – standards and interruptions and backups

56. The Customer accepts that there will inevitably be some downtime and outages, including emergency and previously scheduled windows for router, switch or server maintenance.
57. The Customer shall ensure that it maintains adequate backups of the Customer Software and any other information or data that it uploads to the Juiced Media computers and servers.
58. The Customer shall ensure that it does not exceed the bandwidth or computer memory stipulations which Juiced Media determines in its sole discretion and notifies to the Customer from time to time. Further if the size of an email mailing list used by the Customer exceeds any agreed or stipulated size, level or frequency and Juiced Media determines in its sole discretion that suspension is necessary to protect all and any internet solutions provided by Juiced Media from time to time, Juiced Media will proceed to suspending its Services to the Customer. At all times the Customer must adhere to the Acceptable Use Policy, any breaches of the Acceptable Use Policy allow Juiced Media to suspend and / or terminate the Services as Juiced Media in its sole discretion deems necessary.

Website content and data

59. The Customer shall not distribute in the Content on the Website any material or other information that:
    1. infringes any intellectual property rights;
    2. is in breach of any law, statute, or regulation;
    3. is defamatory, libellous, unlawfully threatening or harassing;
    4. is obscene, pornographic or indecent;
    5. contains any viruses or other computer programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information; or
    6. is not solicited.
60. For the avoidance of doubt, Juiced Media does not monitor, and will have no liability for the contents of, any communications transmitted by virtue of the Services.
61. The Customer grants to Juiced Media a non-exclusive, royalty-free licence, during the term of this agreement, to use, store and maintain the Content on a server for the purposes of providing the Services in accordance with this agreement. Juiced Media may make such copies as may be necessary to perform its obligations under this agreement, including backup copies of the Content.

Warranties

62. Juiced Media warrants to the Customer that all services provided to the Customer by Juiced Media shall be provided with due care and skill.
63. The Customer warrants to Juiced Media that:
    1. Juiced Media's use of the Content or the Customer Software in accordance with this agreement will not infringe the intellectual property rights of any third party anywhere in the world;
    2. it has the rights, power and authority to license the Content and the Customer Software to Juiced Media as set out in clause 6.2; and
    3. the Software is all the software used in the Website.
64. Save as expressly set out in this agreement all representations, warranties, terms and conditions whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality or fitness for any particular purpose are excluded. In particular and without prejudice to that generality, whilst Juiced Media shall take reasonable care to avoid passing on any viruses or introducing them to the Customer Juiced Media shall not be liable to the Customer as a result of any virus introduced or passed on to him. The Customer is advised to check the Website regularly for viruses.

Confidentiality

65. Both parties shall keep any confidential information relating to the other confidential. The obligations of the parties under all provisions of this clause shall survive the expiry or the termination of this agreement for whatever reason for a further period of 2 years from and including expiry or termination.

Liability

66. To the fullest extent permitted by law Juiced Media shall not be liable for any breach of its contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this agreement.
67. Juiced Media shall not be liable to the Customer for any indirect or consequential loss Customer may suffer even if the loss is reasonably foreseeable or Juiced Media has been advised of the possibility of the Customer incurring it.
68. To the fullest extent permitted by law in the event that Juiced Media is found liable under clauses 11.1 and 11.2 under this Agreement, Juiced Media‘s liability shall be limited to the sum of £200.

Term and termination

69. This agreement shall commence on the date set out in the schedule and shall continue for the Initial Term and thereafter the Customer may cancel by submitting a ticket to billing via the Juiced Media portal. Upon termination the Customer’s Software, Content and any other data shall be deleted within 60 days of termination. Juiced Media may cancel this agreement after the Initial Term by providing the Customer with 1 months written notice of the same. If the Customer is in breach of any clause of this agreement or any clause of the Acceptable Use Policy during the Initial Term then Juiced Media reserves the right to immediately terminate this agreement upon provision of written notice. If the agreement is terminated in this way then the Customer will not be due a refund or service credit of any kind.
70. In any event either party may terminate this agreement with immediate effect by written notice to the other party on or at any time after the occurrence of any of the following events:
    1. the other party being in breach of an obligation under this agreement and, if the breach is capable of remedy, failing to remedy the breach within 28 days after receipt of a written notice of the breach and requiring its remedy;
    2. the other party passing a resolution for winding up, a court of competent jurisdiction making an order for the other party's winding up or the presentation of a petition for the other party's winding up which is not dismissed within seven days (other than, in each case, for the purposes of solvent amalgamation or reconstruction where the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the other party's obligations under this agreement);
    3. the making of an administration order in relation to the other party or the appointment of a receiver over or an encumbrancer taking possession of or selling an asset of the other party; or
    4. the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
71. Termination of this agreement for whatever reason shall not affect:
    1. the accrued rights and liabilities of the parties arising in any way out of this agreement as at the date of termination and in particular but without limitation the right to recover damages against the other; or
    2. provisions expressed to survive this agreement, which shall remain in full force and effect.
72. Upon termination Juiced Media shall be permitted to disable your access to its Services and for it to delete any data stored on its computer systems.

Non-solicitation of staff

73. The Customer agrees that during the term of this agreement and for an additional period of 2 years after termination, the Customer shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor to Juiced Media engaged in the performance of the Services without the prior written consent of Juiced Media.

Assignment

74. The Customer shall not assign, transfer, or sub-contract the benefit and/ or burden of this agreement, make it the subject matter of a trust or in any other manner make it over to any third party without the prior written consent of Juiced Media, which consent shall not be unreasonably withheld.
75. Juiced Media may assign, transfer, or sub-contract the benefit and/or burden of this agreement, make it the subject matter of a trust or in any other manner make it over to any third party.

Force Maejure

76. 'An event of force majeure' means, in relation to either party, an event or circumstance beyond the reasonable control of that party including (without limitation) any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet service provider, war, military operations, act of terrorism or riot, delay or failure in manufacture, production or supply by third parties of equipment or services.
77. The party suffering the event of force majeure shall not be deemed to be in breach of this agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event of force majeure.
78. If the event of force majeure in question prevails for a continuous period in excess of 3 months after the date on which it began, the other party may give notice to the party suffering the event of force majeure terminating this agreement. The notice to terminate must specify the termination date, which must be not less than 30 clear days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this agreement will terminate on the termination date set out in the notice.

Dispute Resolution

79. All disputes at any time arising between the parties that cannot be resolved between the parties may be referred to an expert in accordance with the remaining provisions of this clause.
80. The expert shall have appropriate qualifications and practical experience to resolve the particular dispute and be agreed by the parties or in the event of failure to agree shall be appointed by the President for the time being of the British Computer Society.
81. The parties shall promptly furnish to the expert all information relating to the particular dispute reasonably requested by him, imposing appropriate obligations of confidence.
82. The expert shall be required by the parties to use all reasonable endeavours to render its decision within 30 days following its receipt of the information requested or if this is not possible so soon thereafter as may reasonably be practicable and the parties shall co-operate fully with the expert to achieve this objective.
83. The parties shall share equally the fees and expenses of the expert. The decision of the expert shall be final and binding upon each of the parties.
84. For the avoidance of doubt the provisions of this clause provides for a form of advanced dispute resolution and is not a reference to arbitration.

Costs

85. Each of the parties shall be responsible for its respective legal and other costs incurred in relation to the preparation of this agreement.

Conflict of terms

86. Except as otherwise expressly provided in this agreement in the event of any conflict between the terms of this agreement or the Website terms of use or in fact any terms supplied by the Customer, the terms of this agreement shall prevail.

Waiver

87. A waiver of any term, provision or condition of this agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.
88. No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.
89. No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the parties.

Invalidity

90. If any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, whether pursuant to any judgment or otherwise:
    1. the validity, legality and enforceability under the law of that jurisdiction of any other provision; and
    2. the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way.
91. If any provision of this agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, that provision shall be divisible from this agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this agreement, the parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention of the parties.

Remedies

92. The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law.
93. Without prejudice to any other rights or remedies of the parties, each party acknowledges for the benefit of the other that damages might not be an adequate remedy for any breach of the provisions of this agreement and that, accordingly, either party shall be entitled without proof of special damage to the remedies of injunction and specific performance and other equitable remedies for any threatened or actual breach of the provisions of this agreement by the other.

Notices

94. Any notice, demand or other communication given or made under or in connection with the matters contemplated by this agreement shall be in writing and shall be delivered personally or sent by fax or prepaid first class post (air mail if posted to or from a place outside the United Kingdom) in the case of Juiced Media to the address set out at the head of this agreement and in the case of the Customer to the address details of which shall be provided on signing up and subscribing to our Services. Alternatively notices can be served through the My Juiced Media area on our website.
95. Notices shall be deemed to have been duly given or made as follows:
    1. if personally delivered, upon delivery at the address of the relevant party;
    2. if sent by first class post, two business days after the date of posting;
    3. if sent by air mail, 5 working days after the date of posting; and
    4. if sent by fax, when despatched;
    5. if via the My Juiced Media area on our Website, 1 business day after sending.
96. Provided that if, in accordance with clause 22.2, any such notice, demand or other communication would otherwise be deemed to be given or made after 1700 hours, it shall be deemed to be given or made at the start of the next business day.
97. A party may notify the other party to this agreement of a change to its name, relevant addressee, address or fax number for the purposes of the above clause provided that such notification shall only be effective on:
    1. the date specified in the notification as the date on which the change is to take place; or
    2. if no date is specified or the date specified is less than 5 business days after the date on which notice is given, the date falling 5 business days after that date.

Entire agreement

98. This agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this agreement save for any representation made fraudulently.
99. Unless otherwise expressly provided elsewhere in this agreement, this agreement may be varied only by a document signed by both of the parties.

Relationship of the parties

100. Nothing in this agreement and no action taken by the parties pursuant to this agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture, the agents of each other or any other co-operative entity.

Governing law and jurisdiction

101. This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to it or its formation, shall be governed by and construed in accordance with the laws of England. The parties irrevocably submit to the exclusive jurisdiction of the courts of England to hear and determine any suit, action or proceedings or settle any disputes arising out of or in connection with this agreement and to enforce any judgment against their respective assets.

Exclusion of third party rights

102. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

Acceptable Use Policy

Introduction

Juiced Media’s Acceptable Use Policy is incorporated as part of the overall Terms of Service. You must agree in full to the Terms of Service prior to using the services.

Resource Usage

Users may not initiate the following:

1. Run any process that requires more than 64MB of memory space, more than 30 CPU seconds, or consumes more than an average of 2% of overall system resources over a 24 hour period. This limitation does not apply to Managed Virtual Server (MVS) or Managed Server accounts.
2. Run any type of interactive real-time chat applications that require server resources. Remotely-hosted services are fully allowed. This limitation does not apply to Managed Virtual Server (MVS) or Managed Server accounts.
3. Run stand-alone, unattended server-side processes at any point in time on the server. This includes any and all daemons, such as IRCD. This limitation does not apply to Managed Virtual Server (MVS) or Managed Server accounts.
4. Run any software that interfaces with an IRC (Internet Relay Chat) network.
5. Run any process which interacts with the MySQL database server using persistent connections. This limitation does not apply to Managed Virtual Server (MVS) or Managed Server accounts.

Account Use

Juiced Media does not allow any of the following content to be hosted:

6. Illegal Material - This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any local law or regulation.
7. Adult Material - Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of Juiced Media.
8. Warez - Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material.
9. Other Material - Any material we feel to be abusive, effect or could affect the operation of the service and/or affect other internet users.
10. Shell (SSH) Access - A valid reason must be provided for this service to be enabled. Juiced Media reserves the right to not enable it or disable it at anytime.

Zero Tolerance Spam Policy

Juiced Media takes a zero tolerance stance against the sending of unsolicited e-mail, commonly known as spam. Any user who sends out spam will have their account terminated without notice.
Juiced Media reserves the right to require changes or disable as necessary any web site, account, database, or other component that does not comply with this policy, at its sole discretion. Juiced Media also reserves the right to make any such modifications in an emergency at our sole discretion.

Mass-Mailing Lists

No account hosted on Juiced Media shared servers may send in excess of one-hundred (100) emails per ten (10) minutes or one thousand (1000) emails per twenty-four (24) hours. Any account found in violation of this policy will be immediately suspended. This limitation does not apply to Managed Virtual Server (MVS) or Managed Server accounts.

Data Transfer

You are allocated a monthly data transfer allowance. This allowance varies depending on the hosting plan you purchase. Should your account pass the allocated amount we reserve the right to suspend the account until the start of the next allocation, suspend the account until more bandwidth is purchased at an additional fee, suspend the account until you upgrade to a higher level of plan, terminate the account and/or charge you an additional fee for the overages.