Lexology Advertising Agreement

Defined Terms

“Advertising Materials” means all articles, advertising materials and artwork provided by the Contributor, as defined in clause 1, pursuant to this Agreement, as well as any press releases or white papers disseminated by the Contributor or with its permission which are used by the Publisher in accordance with this Agreement;

“Product” means all products (including information, data and reports and platform) as described in the Agreement;

1. Scope of Agreement

This Agreement (the “Agreement”) is made between Law Business Research Ltd (“the Publisher” (“We”, “Us”, “Our”), trading as Law Business Research Limited, provider of Lexology at www.lexology.com (the “Publication”), and you, the Client (“You”, “Your”, “Contributor”) for your use of our services, including use of advertising space on, and Advertising Materials to our website as set out in your Agreement. This Agreement takes priority over all prior agreements and representations (save for fraudulent misrepresentation) whether oral or in writing, relating to its subject matter. The terms of any other electronic communications will not form part of this agreement.

2. Content Responsibilities

You are responsible for providing us by email with all text, illustrations and video (as applicable) by the copy date set out in your Agreement. Any changes to your Advertising Materials must be sent to us in writing. If the advertising materials are provided in a different form to that specified then you will be responsible for any reasonable costs that may arise in preparing the material. Failure by you to supply the necessary copy for your placement in the form specified by the copy deadline indicated by us on the Agreement will not affect your payment obligations outlined in 6 below. We retain full editorial approval over the advertisement and positioning of this advertisement on our website will be at our sole discretion. We reserve the right to withdraw or reject the material supplied by you for the advertisement which will not affect your obligation to pay for the advertisement in full. In using our services and any advertising space on our website you agree to abide by all applicable laws, regulations and codes of conduct and you will not engage in any activities relating to our services or the website that are contrary to such laws, regulations and codes.

3. Rights

We shall use best endeavours to ensure the Product is provided to you in accordance with any specifications set out in this Agreement. We do not warrant that the Product will meet your requirements or that it will be complete, error free or delivered without interruption. The Client warrants to the Publisher that its works as furnished hereunder do not violate or breach any existing copyright or contain defamatory or libellous material and that they are original works. The Client will indemnify and hold harmless the Publisher against any loss, injury or damage occasioned in connection with or in consequence of a breach in the foregoing warranty.

4. Warranties

We shall use best endeavours to ensure the Product is provided to you in accordance with any specifications set out in the Order Form. We do not warrant that the Product will meet your requirements or that it will be complete, error free or delivered without interruption. We do not warrant that the Advertising Materials will be used at all in any specific manner. The Contributor warrants to the Publisher that its works as furnished hereunder do not violate or breach any existing copyright or contain defamatory or libellous material and that they are original works. The Contributor will indemnify and hold harmless the Publisher against any loss, injury or damage occasioned in connection with or in consequence of a breach in the foregoing warranty.

5. Liability

To the furthest extent permitted by law, we do not accept liability for any claims, liabilities, expenses, losses, costs or damages (including without limitation, damages for any consequential loss or loss of business opportunities and/or profits) however arising from the use of the Advertising Materials. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall not exceed the total amount paid by you in the preceding full year.

6. Invoice & Settlement

An invoice, with applicable VAT, will be raised on receipt of this Agreement. All prices are exclusive of any VAT, local sales or withholding taxes that may apply. Unless expressly agreed otherwise in writing, payment will be due 30 days from the date of invoice. Should your account fall overdue then interest will be charged at a rate of 3% per annum above the Bank of England’s base rate from time to time in force together with compensation for debt recovery costs pursuant to the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002. Interest will be calculated daily from the due date to the payment date. In addition, we reserve the right in certain circumstances to modify our payment terms to require full payment in advance and / or require you to provide such other assurances as we may require to secure your payment obligations.

7. Cancellation

This Agreement represents a legally binding contract between you and us. A cancellation may only be made at our sole discretion and with our written consent. If we agree to a cancellation prior to invoicing then a fee of 50% (plus VAT if applicable) of the Agreement value will be charged. If we agree to a cancellation after invoicing then a fee of 100% (plus VAT if applicable) of the Subscription agreement value will be charged. All sums charged under this clause will be payable 30 days following the date of our written permission to cancel.

8. Suspension

If sums remains outstanding forty five (45) days from the date of invoice, we reserve the right in our absolute discretion to immediately (i) suspend your advert preparation and/or (ii) remove all Advertising Materials from our website. Upon your payment of any such outstanding sums owed to us, we may in our sole discretion allow you to resume your representation and if any Advertising Materials are reinstated your contract period shall thereafter be the remainder of the term of this Agreement from the date of reinstatement until contract expiry. This shall not in any way affect our right to terminate the contract or any other remedies available to us.

10. Force Majeure

We will not be liable for any delay or failure to perform any obligation under this Agreement due to any event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labour dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of services and platforms used to operate our electronic media.

11. Data Protection

We will process the personal information that we collect from you in the ways set out in our privacy policy, which you can find on our website at http://www. lexology.com/Privacy.

12. General

You may not resell, assign or transfer any of your rights under this Agreement without our written consent. Any attempt to resell, assign or transfer rights without our consent will entitle us to cancel this Agreement without liability to you. A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any terms of this Agreement. We may assign any of our rights to any subsidiary or affiliated company or third party or as part of a merger, reorganisation or sale of our business. Changes to this Agreement can only be made in writing. Printed terms and conditions in any additional documents issued by you or your agent will not be recognised as binding.

13. Governing Law

This Agreement is governed by English law and each party agrees that the courts of England will have exclusive jurisdiction to deal with any disputes arising out of or in connection with this Agreement.

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