General provisions for StraightIn Ltd 

• Intellectual property rights

1. 1. 1. All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
      2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the content and deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such content and deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 1.2.
      3. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Agreement for the purpose of providing the Services to you.
      4. You shall defend, indemnify and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any intellectual property rights in connection with the Services. 

• How we may use your personal information

1. 1. 1. We will use any personal information you provide to us to:
         1. provide the Services;
         2. process your payment for the Services; and
         3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
      2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 2 in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
      3. For the purposes of this clause 2 Data Protection Legislation shall mean all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications). 

• Confidentiality

1. 1. 1. We each undertake that we will not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 3.2.
      2. We each may disclose the other’s confidential information:
         1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 3; and
         2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Agreement.

• Termination, consequences of termination and survival

1. 1. 1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Agreement with immediate effect by giving written notice to you if:
         1. you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
         2. you fail to pay any amount due under the Agreement on the due date for payment;
         3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
         4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
         5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.
      2. Survival. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

• Events outside our control

1. 1. 1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
      2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:
         1. we will contact you as soon as reasonably possible to notify you; and
         2. our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
      3.  Unless the Event Outside Our Control has been caused or contributed to by you, or is related to your LinkedIn Account being suspended restricted or otherwise unusable owing to actions taken by LinkedIn (“LinkedIn Measures”), you may cancel the Agreement affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel after the 30 days has elapsed, we will refund the price you have paid for the month in which the Event Outside Our Control occurred, less the charges reasonably and actually incurred by us in performing the Services up to the date the Event Outside Our Control occurred. If the Event Outside Our Control has been caused or contributed to by you, or is as a result of LinkedIn Measures there is no entitlement for you to terminate the Agreement during the Initial Term or any Renewal Period.
      4. If for any reason we are unable to fulfil our obligations, StraightIn will always endeavour to top up activity with an appropriate alternative. 
      5. Upon signature of the agreement, The Client is liable for the payment for the full contract. If the necessary payment information is not completed within 30 days of signature, StraightIn reserves the right to invoice the client for the full contract value.

• LIABILITY & Time for Claims 

1. 1. 1. StraightIn accepts no liability for LinkedIn Measures.
      2. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY’S (I) BREACH OF CONFIDENTIALITY, (II) INDEMNIFICATION OBLIGATIONS, (III) BREACH OF OBLIGATIONS RELATING TO CUSTOMER DATA (IV), INFRINGEMENT OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (V) FRAUD OR GROSS MUSCONDUCT (COLLECTIVELY, THE “EXCLUDED CLAIMS”), IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE (THE “GENERAL LIABILITY CAP”).
      3. EXCLUDED CLAIMS. EXCEPT AS PROVIDED IN THIS CLAUSE 6.3, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ALL EXCLUDED CLAIMS EXCEED THREE TIMES (3X) THE GENERAL LIABILITY CAP. NOTWITHSTANDING THE FOREGOING, LIABILITY ARISING FROM EITHER PARTY’S (I) FRAUD OR GROSS NEGLIGENCE OR (II) INFRINGEMENT OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, WILL NOT BE LIMITED BY THIS CLAUSE 6.3.

• IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

• THE LIMITATION OF LIABILITY PROVISIONS IN THIS CLAUSE 6 WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

1. 1. 1. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 36 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

• Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Agreement. 

• Communications between us

1. 1. 1. When we refer to “in writing” this includes email.
      2. Any notice or other communication given under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
      3. A notice or other communication is deemed to have been received:
         1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
         2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
         3. if sent by email, at 9.00 am the next working day after transmission.
      4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
      5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
      6. The Client acknowledges that there is certain information they must provide to StraightIn in order for them to fulfil their obligations. The Client agrees that if they fail to provide such information, they may forfeit the right to that service for the month.

• General

1. 1. Assignment and transfer
      1. We may assign or transfer our rights and obligations under the Agreement to another entity.
      2. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.
   2. Variation. Any variation of the Agreement only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
   3. Waiver. If we do not insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
   4. Severance. Each paragraph of the Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
   5. Third party rights. The Agreement is between you and us. No other person has any rights to enforce any of its terms.

Governing law and jurisdiction. The Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.