Terms & Conditions

Dantes Ink. (“Dantes Ink”) provides a range of advertising products and services for small and medium-sized businesses (the “Advertising Services”). The Booking Form (the “Booking Form”) sets forth which Advertising Services are being purchased by Client (“Client”), the costs for such Advertising Services, and other relevant details of the proposed advertising campaign (the “Campaign”). These Advertising Services Terms and Conditions (“Advertising Terms”), together with any other special terms relating to the product or service ordered referenced herein or in the relevant Booking Form, shall be incorporated by reference into and made a part of any Booking Form submitted to Dantes Ink and govern the relationship between Dantes Ink and Client. No other terms proposed by Client shall apply unless expressly agreed to in the relevant Booking Form. All Booking Forms are subject to acceptance by Dantes Ink in its sole discretion. The Booking Form and any data processing agreements entered into between the parties in connection with the Advertising Services, the Advertising Terms and the documents and/or links referenced in the Booking Form are referred to as the “Agreement.”

The Agreement binds the parties from the time that Dantes Ink accepts by counter-signing or where electronic acceptance is used, by sending a confirmation email that it accepts the Booking Form that Client has signed or accepted electronically without modifications, for the duration of the Term, as set forth below. Dantes Ink may change the terms and/or the services at any time on 2 weeks’ written notice to Client. If the change is material and results in a material detriment to the Client and Client notifies Dantes Ink within the 2-week period following receipt of such notice, Client may terminate the Agreement and will be entitled to a refund of any unspent Campaign Media, Management & Optimisation Fees or Tracking Technology Services Fees or other applicable fees set out in the Product Terms as at the date Client gives notice it wishes to terminate. Otherwise, the change will be deemed accepted once the 2 week notice period has expired.

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1. ADVERTISING SERVICES

The Advertising Services include, but are not limited to, the following products and services (where contracted for under the relevant Booking Form):

• PPC refers to Dantes Ink’s standard search engine marketing product, where Dantes Ink promotes Client through various search engines in their non-organic search results. Dantes Ink Search is Dantes Ink’s proprietary search advertising service which places each client’s text ads on top Internet search engines and local directories so local consumers searching for keywords related to a client’s business, products and services can find such client easily. For each campaign, Dantes Ink’s conversion linked optimization technology learns over time which keywords and sources drive the most leads to the respective client’s website, and is able to shift more of the client’s media budget automatically to such sources. Also, the company’s tracking technology replaces the contact information on each client’s website(s) and records the related consumer interaction so that clients can easily follow up on leads and track the activity their campaigns generate. The results of the campaigns can be accessed online at any time while the campaign is live.

• Display refers to Dantes Ink’s standard online display product, where Dantes Ink promotes Client through online display advertisements disseminated through Dantes Ink’s network of online publishers.

• Remarketing refers to Dantes Ink’s behavioural targeting product that enables Dantes Ink to display an ad to consumers who have previously evidenced interest in Client’s products or services.

Client will be able to see the additional terms and conditions governing each of Dantes Ink’s Advertising Services by clicking the links above (the “Product Terms”). These Advertising Terms take precedence over any conflicting schedule or document unless expressly stated otherwise in such schedule or document.

As Dantes Ink adds other products and services, such products and services will be referenced in the Booking Form and any special terms and conditions will be linked to in a revised version of this document.

 

2. FEES

a. Identification of Fees. Client agrees to pay the amounts set forth in the Booking Form in accordance with Section 3 and as may be further explained in the Product Terms (the “Fees”). The Fees are generally divided into Product Fees (e.g. Campaign Media, Management and Optimisation Fees payable for PPC), Service Fees (e.g. Tracking Technology Services Fees payable for PPC) and Set-Up Fees. Product Fees are the recurring fees that Client will be charged for the specific product Client has purchased as shown on the Booking Form. Service Fees are for the delivery of any premium services that Dantes Ink may, from time to time, offer. Set-Up Fees are one-time fees for the set-up of campaigns or other services.

b. No Pass-Through Obligations. Client is not entitled to any credits, discounts, rebates, or refunds provided to Dantes Ink by its third-party publishers (“Publishers”).

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3. PAYMENT TERMS

General. Once a Booking Form has been accepted by Dantes Ink, Client will be responsible for payment in full of all fees set forth therein. All payments due hereunder are in pounds sterling and are exclusive of any sales, use or similar applicable taxes, which shall be the sole responsibility of Client.

a. Manner of Payment. Client may pay for all amounts payable under this Agreement by credit card (the “Client’s Card”), ACH (electronic debit from Client’s bank account) or such other form of payment as Dantes Ink may, in its sole discretion, permit. If paying by credit card or ACH, Client will be required to sign and comply with the applicable payment authorization forms. In the case of payment through ACH, no amounts owing are considered paid until the electronic debit has been received by Dantes Ink’s bank.

b. Timing of Payment. Fees, as identified on the Booking Form, are due in advance of each Cycle for PPC (means the time period (approximately 30 days) over which the relevant Campaign Budget will be exhausted) as more fully described in the Product Terms. If there are Set-Up Fees (as set forth on the Booking Form), such Fees shall be paid in advance together with all amounts owed for the first Cycle. Dantes Ink shall have the right to charge the Client’s Card or debit from Client’s account through ACH for Fees in accordance with these Advertising Terms and the Product Terms. In case of payment through ACH, Dantes Ink shall send a prenotification with a minimum notice of 2 days prior to collecting any due Fees. Client understands and acknowledges that all amounts owed must be paid in advance and that, in addition to being in breach of its contractual obligations, Client’s Campaign(s) may be paused or terminated if timely payment is not received.

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4. TERM/TERMINATION.

Term. Unless specified in the Booking Form otherwise, the Advertising Services will continue indefinitely until terminated in accordance with these Advertising Terms. Otherwise, the Advertising Services will automatically end after the completion of the Initial Cycles. It is also recognised that additional campaigns or services may be requested by the Client, these shall be governed under the terms of the original agreement (Booking Form) and will continue indefinitely until terminated, at the point of request.

a. Termination by Dantes Ink.

Dantes Ink may terminate this Agreement or any Advertising Service(s) provided hereunder immediately without notice and without cause, subject to Section 4(g).

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B. TERMINATION BY CLIENT.

1. If Client gives written notice to Dantes Ink of the termination of the Agreement or any Advertising Service(s) provided hereunder (the “Termination Notice”) at least 14 days prior to the expiry of the Initial Cycle then such termination will take effect on the expiry of the following Cycle.

2. If Client gives written notice of the termination of the Agreement or any Advertising Service(s) provided hereunder less than 14 days before the expiry of the Initial Cycle or at any time after the expiry of the Initial Cycle, then such termination will take effect on the date of expiry of the second full Cycle following the date of the Termination Notice. For example, if the Client has purchased 10 Cycles and gives the Termination Notice whilst in the middle of 7th Cycle, the termination will be effective after completion (and payment) through to the 9th Cycle).

3. Any notices should be sent per email to info@dantesink.com

4. For Advertising Services that are specified not to auto-renew in the Booking Form or for Advertising Services contracted under Booking Forms entered into before 01 June 2020 only, the Agreement will terminate at the end of the period of committed Cycles set out in the relevant Booking Form without the need for Client to give written notice.

c. Termination Revocation. Client may, on written notice to Dantes Ink (email is acceptable) revoke such termination given in accordance with Section 4 (b) within thirty (30) days after Client has provided Dantes Ink with the Termination Notice, in which case the Booking Form will be reinstated and all applicable campaigns, if they had been stopped, will be re-initiated upon payment in full of all amounts owed.

d. Termination for Cause. The parties may terminate this Agreement or any Advertising Service(s) provided hereunder with immediate effect for an important reason (termination for cause). If the important reason is a contract breach, the termination for cause generally requires the expiration of a reasonable remedial period or, respectively, a prior warning notice without result. For a termination for cause given by the Client the remedial period generally is not less than thirty one (31) days.”

e. No Refunds. Client understands and agrees that Client will not be entitled to any refunds of amounts already paid to Dantes Ink, unless either Client terminates under the introduction paragraph above or Section 4(b) or Dantes Ink terminates under Section 4(a), in which case Client shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment which can be checked at any time on the FM dashboard.

f. Collection of Amounts Owed. Any amounts not paid by Client when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Client agrees to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by Dantes Ink in connection with the enforcement of its rights under the Agreement.

g. Effect of Termination Survival. Client understands and acknowledges that due to the nature of the Internet, certain information regarding Client that was posted on the Internet as part of the Advertising Services, including, for instance, the Local Profile (as defined in Section 1(c) of the Media Product Terms), may continue to be available on the Internet after the termination of this Agreement. All provisions of this Agreement that in order to be effective shall survive the termination of this Agreement. Without limiting the generality of the foregoing, in the event of any termination, Client shall remain liable for any amounts due to Dantes Ink as of the effective date of termination and all limits of liability, indemnity obligations, and confidentiality obligations shall survive indefinitely.

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5. DANTES INK PLATFORM & REPORTING DASHBOARD.

Client Data. As part of the Campaign initiation process and from time to time during the Campaign, Client shall provide certain information to Dantes Ink, which Dantes Ink will input into its proprietary advertising platform (the “Platform”). Accordingly, Client hereby permits Dantes Ink to input Client’s contact information, credit card or ACH information and relevant campaign information into the Platform. Dantes Ink will only use such information in connection with the fulfilment of the Advertising Services and as otherwise permitted by the Agreement. In addition, Dantes Ink may, from time to time, send Client emails regarding Platform updates, Campaign updates, payment reminders, and marketing opportunities, always in compliance with relevant privacy obligations set forth herein.

a. License to Reporting Dashboard (the “Dashboard”). Upon execution of the Booking Form, Client will be granted a revocable, non-transferable, non-exclusive, limited license to a 3rd party Reporting Dashboard should the Client meet minimum advertising budget requirements to qualify, solely for the purpose of accessing the Tracking Information.

 

Under no circumstances will the Client or a 3rd party receive access to the proprietary advertising Platform (Google Ads, Facebook, Bing) unless previously agreed in writing.

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Client’s access to the Dashboard shall be password protected and Client agrees that it shall not share its password with external third parties. If the security of Client’s username(s) or password(s) is compromised in any way, or if Client or its agent suspects that it may be, Client shall immediately contact Dantes Ink. Client acknowledges and agrees that it does not have, nor will it claim any right, title or interest in the Dashboard, the software, data, applications, methods of doing business or any elements thereof, or any content provided on the Dashboard. Client may only access the Dashboard via a Web browser or in a manner otherwise approved by Dantes Ink. Client will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Dashboard, except to the extent permitted by applicable law and provided always that any information obtained by Client as a result of any such acts is (i) used only as permitted by applicable law for the purpose of achieving inter-operability between the Dashboard software and other software; (ii) not disclosed to a third party without Dantes Ink’s prior written consent; and (iii) is not used to create any software that is similar to the Dashboard software. Dantes Ink may terminate the foregoing license, at any time and for any reason (subject to Section 4(e) where applicable).

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6. PRIVACY CONSIDERATIONS.

Personal Information Collected in the Provision of the Services.

i. By contracting with Dantes Ink for the provision of the Services, Client as the data controller is directing Dantes Ink as its data processor to obtain and collect certain personal information relating to Client’s customers through the provision of the Services.

ii. The information and methods that Dantes Ink uses to collect it are set out in the Notice of Marketing Practices and the Cookies Policy.

A. CLIENT’S OBLIGATION TO POST A COMPLIANT PRIVACY POLICY ON ITS EXISTING SITE.

It is the Client’s responsibility to ensure that all applicable laws are met for it to allow Dantes Ink to collect and make such personal information available to it, including but not limited to posting a privacy policy on its native website or on the Site made available to it as part of Dantes Ink Site (the “Existing Site”) describing, amongst other things, the personal information that Dantes Ink collects and makes available to it on its behalf and how Client will use that information, together with any other personal information Client collects and uses through the operation of its Existing Site and other marketing channels covered by the Services and a link to the privacy policy at the footer of each page of its Existing Site.

i.Where Client fails to comply with the foregoing, Dantes Ink reserves the right to immediately suspend the provision of the Services by written notice to Client and if Client fails to post a compliant privacy policy within seven (7) days of such notice, terminate the Agreement by written notice for material breach.

B. CLIENT’S OBLIGATION TO INCORPORATE A COMPLIANT COOKIES POLICY ON ITS EXISTING SITE.

Provision of the Media Products and Tracking Services also requires Dantes Ink to place and read cookies on the computers and devices of users of Client’s website. Details of those cookies are set out at Client Services Cookies Policy. It is Client’s responsibility to ensure that all applicable laws are met for it to allow Dantes Ink to place and read such cookies via its website, including but not limited to placing a suitably prominent pop-up notice about the use of cookies on its website through which it will obtain consent to the use of such cookies and a link to a cookies policy at the footer of each page of its website that incorporates the details of the Client Services Cookies Policy.

i. Where Client fails to include a pop-up and link to a cookies policy at all, Dantes Ink reserves the right to either:

A. include (at its discretion and without any obligation to do so) such pop-up and link in the Client’s website. In all cases, the Client’s own cookies policy and privacy policy will set out the use that the Client may make of the information that Dantes Ink obtains on behalf of, and makes available to, the Client under the Client Services Cookies Policy and under the Notice of Marketing Practices and the Client will remain liable for the compliant collection and use of the information; or

B. immediately suspend the provision of the Services by written notice to Client and if Client fails to include a compliant pop up link and cookies policy within seven (7) days of such notice, terminate the Agreement by written notice for material breach.

ii. Further Client data protection obligations relating to phone tracking are set out in Tracking Services Product Terms.

C. DATA PROCESSOR OBLIGATIONS.

Each party agrees to comply with the provisions of the Data Protection Act 1998 (“DPA”) as may be applicable to that party. The parties acknowledge that Client is the “data controller” and Dantes Ink its “data processor” in respect of any “personal data” relating to Client’s customers, personnel, agents, subcontractors or the end-users of Client’s Existing Site which is “processed” (such terms as defined in the DPA) by Dantes Ink in providing the services hereunder, including without limiting the generality of the foregoing, the quality assurance and Campaign assessment activities.

i. Dantes Ink will maintain appropriate technological and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, the personal data.

ii. Dantes Ink will only process the personal data for the purpose of providing the Services and in accordance with Client’s instructions (which Client warrants shall at all times be in accordance with, and shall not cause Dantes Ink to be in breach of, applicable law) to the extent that they are consistent with the same and do not result in any material additional obligations for Dantes Ink.

iii. Client acknowledges and agrees that Dantes Ink may in providing the advertising services hereunder engage third parties who may process the personal data for a subset of the purposes permitted to Dantes Ink and that Dantes Ink may process or cause the personal data to be processed outside the EEA provided that it has imposed similar safeguards on such sub-processors.

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7. INTELLECTUAL PROPERTY MATTERS.

Services we provide to the Client use our proprietary information and this remains the property of Dantes Ink at all times. Clients shall not have access to any third-party accounts that We may use pursuant to this Agreement.

We do not provide the advertising account details that We use on behalf of the Client or otherwise, to the Client or 3rd party under any circumstances.

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All work carried out by Us using our agency-owned Google Ads account will remain our intellectual property throughout the lifetime of the Agreement and following the termination of the Agreement.

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The content of this Website is protected by copyright, trademarks and database rights and other intellectual property rights.

Our name, logo, and the Services associated with this Website are our proprietary information (and our licensors where applicable) and no right or license is granted to the Client to use them.

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You are not permitted to:

1. reproduce, extract, modify, copy or distribute or use the Website, its Services or content for commercial purposes;

2. resell, rent, lease, loan, sublicense, transfer, assign, or distribute the site, its Services or content;

3. decompile, reverse engineer, disassemble any part of the Website, its Services or content in whole or part of;

4. modify or make derivative works based on the Website, its Services or content;

5. except for linking to this site’s home page, create internet links to this site, its Services or content;

6. “frame” or “mirror” any part of the site, its Services or content on any other server or internet-enabled device.

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The use of network monitoring or discovery software to determine the site architecture, or information about its usage or identify individual Clients is strictly prohibited. Dantes Ink at its sole discretion shall determine Your compliance with the above and shall have the right to block access to any Client, or delete from this Website without any prior notice, any material that it deems not to comply or to be objectionable for any reason.

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8. CLIENT REPRESENTATIONS, WARRANTIES AND COVENANTS.

Client is solely responsible for any liability arising out of or relating to the Existing Site, any Ad or any content provided by Client hereunder and any material to which users can link through such Ad (“Linked Content”). Client represents, warrants and covenants that the Existing Site, the Ads and Linked Content, and any portion thereof, do not and will not: (a) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libellous; (d) be pornographic or obscene; or (e) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Client further represents, warrants and covenants that the product or service that is being promoted through any Campaign is (x) lawful and (y) not the subject of any on-going investigation by any local, state or federal regulatory or quasi-regulatory authorities.

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9. INDEMNIFICATION

Client will indemnify, defend (with counsel reasonably acceptable to Dantes Ink) and hold harmless Dantes Ink, the Publishers, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach by Client of any representation, warranty, covenant or other obligation contained in these Client Terms or in any of the Product Terms; (ii) the violation of any rights of any third party, publicity, intellectual property or other proprietary rights by Client or anyone using Client’s account; (iii) the sale, license or provision of Client’s goods or services; (iv) the violation of any data privacy obligations by Client or Dantes Ink arising from Client’s breach of the terms of this Agreement or (v) any other act, omission or misrepresentation by Client. Dantes Ink reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Client. If Dantes Ink does assume the defence of such a matter, Client will reasonably cooperate with Dantes Ink in such defence. Client will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without Dantes Ink’s prior written consent.

a. Dantes Ink will indemnify, defend, and hold Client harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any Dantes Ink technology used in connection with its provision of the Advertising Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that notice is given to Dantes Ink promptly of such claims and that Client provides such assistance as may be reasonably required in the defence of such matters.

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10. AGENCY

Client represents and warrants that, in the event it is purchasing advertising on behalf of another company, it has been authorised by each such company to act as its contractor in all respects relating to this Agreement, including, without limitation, the making of any elections or giving of any consents. In addition, where the person that enters into this Agreement (the Signatory) is acting as an agent on behalf of another person (the Principal) and purports to enter into this Agreement on their behalf, the Signatory shall remain fully liable for compliance with the terms of this Agreement and any act, omission or breach of this Agreement by the Principal except where the Principal has expressly agreed with Dantes Ink in writing to be liable for such actions and has agreed in writing to the terms of this Agreement itself.

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11. CONFIDENTIALITY

Except as may be required by applicable law, Client shall not disclose the contents of this Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without Dantes Ink’s prior written consent. Client may not issue a press release concerning the existence or terms of this Agreement without the prior written consent of Dantes Ink. In addition, except as may be required by applicable law, Client may not disclose any Confidential Information regarding Dantes Ink. “Confidential Information” means information about Dantes Ink’s (or its suppliers’) business, products, technologies (including the Platform), strategies, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by Dantes Ink. Confidential Information will not include information that Client can establish is in or enters the public domain without breach of this Agreement.

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12. DISCLAIMER OF WARRANTIES

SUBJECT TO SECTIONS 12(b), 12(c) AND 13, Dantes Ink WARRANTS TO USE REASONABLE ENDEAVOURS TO PROVIDE THE ADVERTISING SERVICES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

a. WITHOUT LIMITING THE SPECIFIC DISCLAIMERS SET OUT BELOW, CLIENT EXPRESSLY ACCEPTS THAT Dantes Ink MAKES NO GUARANTEES WITH RESPECT TO THE RESULTS GENERATED BY ANY OF THE PRODUCTS AND SERVICES PROVIDED HEREUNDER

b. Dantes Ink PROVIDES THE PLATFORM AND ALL ADVERTISING SERVICES PERFORMED HEREUNDER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY CONTENT OR OTHER ADVERTISING PRODUCTS OR SERVICES OR THAT THE ADVERTISING SERVICES WILL BE SECURE, ERROR OR VIRUS FREE. IN THE EVENT OF INTERRUPTION OF AVAILABILITY, DISPLAY OR DISTRIBUTION OF ANY AD OR OTHER ADVERTISING SERVICES, Dantes Ink’s SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS PRACTICABLE

c. Dantes Ink DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. Dantes Ink DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH ANY LINKED WEB SITE. Dantes Ink DOES NOT WARRANT THAT CLIENT’S USE OF THE SERVICES WILL COMPLY WITH APPLICABLE LAWS AND CLIENT EXPRESSLY ACCEPTS THAT IT IS CLIENT’S RESPONSIBILITY TO DEPLOY SUITABLE NOTICE AND CONSENT MECHANISMS ON ITS WEBSITE TO ALLOW COMPLIANT USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM Dantes Ink OR THROUGH THE Dantes Ink SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT

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13. LIMITATIONS OF LIABILITY

EXCLUDED LOSSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR DAMAGES FOR LOSS OF OR DAMAGE TO PROPERTY, INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST GOODWILL, LOST DATA OR LOST PROFITS (WHETHER DIRECT OR INDIRECT), OR FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY) (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING). THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) CLIENT’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) TO CLIENT’S CONFIDENTIALITY OBLIGATIONS AND (III) CLIENT’S NEGLIGENCE OR WILFUL MISCONDUCT.

a. LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL Dantes Ink’s CUMULATIVE, AGGREGATE LIABILITY TO CLIENT OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS RECEIVED BY Dantes Ink HEREUNDER DURING THE 12- MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. WHERE LIABILITY IS RECOVERABLE UNDER THIS AGREEMENT IN LIEU OF REFUND, Dantes Ink MAY, IN ITS SOLE DISCRETION, PROVIDE OF “MAKE-GOOD” ADVERTISING, PROVIDED SUCH “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED

b. Other Limitations. To the extent Dantes Ink may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Dantes Ink’s liability will be the minimum permitted under such law. Nothing in this Agreement limits or excludes, or will be deemed to limit or exclude, Dantes Ink’s liability for fraudulent misrepresentation, death or personal injury caused by its negligence or liability that may not otherwise be limited or excluded by law.

c. Timing of Claims. Client agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose or be forever barred; provided that this section shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.

d. Acknowledgement. Each party acknowledges that the other party has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

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14. THIRD PARTY BENEFICIARIES

Save as elsewhere provided in this Agreement and subject to the right of a Publisher, affiliate, joint venture of any other partner of Dantes Ink to enforce the terms of Sections 7, 8, 9 and 13 of this Agreement, any person who is not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

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15. MISCELLANEOUS

Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of England and Wales without giving effect to conflict of laws principles. Client agrees to submit to jurisdiction in England and Wales and further agrees that any cause of action arising under this Agreement must be brought exclusively in the English courts.

a. Entire Agreement/Amendment. This Agreement (which includes the Booking Form, the Schedules, all applicable Product Terms and any payment authorization forms or data processing agreements and all other documents referenced in such documents (including via hypertext link)) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Except as set out in the second paragraph of these Advertising Terms, it may be amended only in writing and signed by both parties.

b. Notices. Any written notices to Dantes Ink required under this Agreement shall be provided by email to info@dantesink.com to the Attn: General Counsel and shall be deemed delivered 24 hours after the notice is emailed. Notices to Clients will be via posting to the administrator account on the Platform and email to the email address set out in the Booking Form and will be deemed effective 24 hours after posting on the Platform or on dispatch of the email.

c. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

d. Assignment. Client may not assign this Agreement without the prior written consent of Dantes Ink. Dantes Ink may assign, novate, sub-contract or otherwise transfer this Agreement or any of its rights or obligations hereunder, whether in whole or in part (and without the prior written consent of Client). The parties rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.

e. Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.

f. Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, or strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.