Last updated 1st June 2023.
1 DEFINITIONS AND INTERPRETATION
1.1 In the Agreement:
“Business Hours” means between 09:00 and 17:00 GMT/BST on any week day, other than a bank or public holiday in England; [OR means between 09:00 and 17:00 CST on any week day, other than a day which is a Federal Holiday in the USA.]
“Charges” means the amounts payable by You to PageTiger under or in relation to the Agreement;
“Confidential Information” means (a) any information disclosed (whether disclosed in writing, orally or otherwise) by one party to the other party that is marked as “confidential”, described as “confidential” or should have been understood by the receiving party at the time of disclosure to be confidential; (b) the financial terms and conditions of the Agreement; and (c) Your Materials;
“Customer Order” means the document setting out the economic terms of the provision of the Services which upon signature by both parties becomes a part of, and subject to, this Master Services Agreement.
“Defect” means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of: (a) an act or omission of You, or an act or omission of one of Your employees, officers, agents, suppliers or sub-contractors; or (b) an incompatibility between the Platform and any other system, application, program or software not specified as compatible in the Documentation;
“Documentation” means the documentation produced by PageTiger and made available, on the Platform, to You specifying how the Platform should be used;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of, or problems with, the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Permitted Purpose” means the use of the Platform by You to create and distribute interactive documents and digital media to be used and published in the course of your business;
“Personal Data” has the meaning given to it in the Data Protection Act 2018 as modified, consolidated and/or replaced from time to time and including any subordinate legislation made under that statute or statutory provision;
“Platform” means the software platform known as [PAGETIGER] that is owned and operated by PageTiger available online at services.pagetiger.com, and that will be made available to You as a service via the internet under the Agreement;
“Products” access to the Platform at the subscription level set out in the Customer Order.
“Schedule” means a schedule attached to the Agreement;
“Services” means all the services provided or to be provided by PageTiger to You under the Agreement, including the Platform, Training and Professional Services and any Additional Services;
“Support Services” means support and maintenance services provided or to be provided by PageTiger to You in accordance with the Service Level Agreement set out in Schedule 1;
“Term” means the date from which the Agreement comes into force by the execution of this Agreement by both Parties or following the process set out in Clause 2, until such time as the Agreement is terminated in accordance with Clause 12;
“Training and Professional Services” means support and maintenance services provided or to be provided by PageTiger to You in accordance with the Service Level Agreement set out in Schedule 1;
“Upgrades” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform or the amendment or upgrading of the Service Descriptions set out at services.pagetiger.com.
“You” means You specified in the Customer Order and “Your” shall be construed accordingly;
“Your Materials” all works and materials: (a) uploaded to, stored on, created on, processed using or transmitted via the Platform by or on behalf of You or by any person or application or automated system using Your account; (b) otherwise provided by You to PageTiger in connection with the Agreement and (c) otherwise obtained by PageTiger from your publicly available website or any other publicly available source either under or held out as being under Your control;
1.2 The Clause headings do not affect the interpretation of the Agreement.
1.3 Any undefined capitalised terms in this agreement shall have the definition set out in each Customer Order.
1.4 In the event of any inconsistency between the provisions of a Customer Order and the Master Services Agreement, such Customer Order shall prevail for the purpose of the relevant Transaction.
2 AGREEMENT AND TERM
2.1 The Agreement shall be binding upon the parties once You and PageTiger have both signed the Agreement.
2.2 The Services shall be provided from the Service Start Date as per each Customer Order until such time as the Customer Order or the Agreement is terminated in accordance with Clause 12.
2.3 Where these terms are accepted online; the advertising of the Platform and the Services on PageTiger’s website constitute an “invitation to treat”; and Your order for the Platform and the Services constitutes a contractual offer. No contract will come into force between PageTiger and You unless and until PageTiger accepts Your Customer Order.
2.4 Once in force, each Customer Order will continue in force for the Minimum Term. The Minimum Term shall renew for the same period as the Minimum Term on the anniversary of the Service Start Date (an “Extended Term”), unless terminated earlier in accordance with Clause 12.
3 THE PLATFORM
3.1 PageTiger will make the Platform available to You by setting up a PageTiger Account for the Account Owner on the Platform, and providing to You login details for that account as soon as practicable following the Service Start Date. The duties of the Account Owner are set out in the Documentation.
3.2 Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, PageTiger hereby grants to You a non-exclusive license to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Minimum Term and any Extended Term.
3.3 The license granted by PageTiger to You under Clause 3.2 is subject to the following limitations: (a) the Platform may only be used by the named users identified to PageTiger, providing that the Account Owner may change, add or remove a designated named user in accordance with the processes set out in the Documentation; (b) the number of Users set up on the Platform must not be at any point in time more than the number of concurrent users specified in the Customer Order; (c) the Platform may only be used by the officers, partners, members, employees, agents and subcontractors of You; (d) You must comply at all times with the terms of the Acceptable Use Policy set out in Schedule 2, and must ensure that all users of the Platform agree to and comply with the terms of that Acceptable Use Policy;
3.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by PageTiger to You under this Clause 3 is subject to the following prohibitions: (a) You must not sub-license your right to access and use the Platform or allow any unauthorised person to access or use the Platform; (b) You must not frame or otherwise re-publish or re-distribute the Platform; and (c) You must not alter or adapt or edit the Platform save as expressly permitted by the Documentation.
3.5 For the avoidance of doubt, You have no right to access the object code or source code of the Platform, either during or after the Term.
3.6 All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of PageTiger.
3.7 You shall use all reasonable endeavours to ensure that no unauthorised person will or could access the Platform using Your account.
3.8 You must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.
3.9 You must not use the Platform: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 You shall use all reasonable endeavours to ensure that all Users are aware of their obligations in relation to using the Platform and shall remain responsible for the actions of any Users provided with access to the Platform by You.
4 SUPPORT SERVICES AND UPGRADES
4.1 During the Term PageTiger will provide the Support Services to You, and may apply Upgrades to the Platform, in accordance with the service level agreement set out in Schedule 1.
4.2 PageTiger may sub-contract the provision of any of the Support Services without obtaining Your consent.
5 YOUR MATERIALS
5.1 You grant to PageTiger during the Term a non-exclusive license to store, copy and otherwise use Your Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.
5.2 Subject to Clause 5.1, all Intellectual Property Rights in Your Materials will remain, as between the parties, the property of You.
5.3 You warrant and represent to PageTiger that Your Materials, and their use by PageTiger in accordance with the terms of the Agreement, will not: (a) breach any laws, statutes, regulations or legally-binding codes; (b) infringe any person’s Intellectual Property Rights or other legal rights; or (c) give rise to any cause of action against PageTiger or You or any third party.
5.4 Where PageTiger reasonably suspects that there has been a breach by You of the provisions of this Clause 5, PageTiger may: (a) delete or amend the relevant Your Materials; and/or (b) suspend any or all of the Services and/or Your access to the Platform while it investigates the matter.
5.5 Any breach by You of this Clause 5 will be deemed to be a material breach of the Agreement for the purposes of Clause 12.
5.6 PageTiger shall ensure that Your Materials stored and processed by the Platform are stored separately from, and are not co-mingled with, the materials of other customers of PageTiger.
6.1 PageTiger will issue invoices for the Charges to You prior to the Service Start Date and annually thereafter.
6.2 PageTiger will issue invoices for Training and Professional Services not included in the Charges at the time such services are agreed.
6.3 You will pay the Charges to PageTiger within 30 days of the date of issue of any invoice issued in accordance with this Clause 6.
6.4 All Charges stated in or in relation to the Agreement are stated exclusive of VAT or other sales tax (where applicable) (“Sales Tax”), unless the context requires otherwise. Sales Tax will be payable by You to PageTiger in addition to the principal amounts.
6.5 If You do not pay any amount properly due to PageTiger under or in connection with the Agreement, PageTiger may: (a) charge You interest on the overdue amount at the rate of 8% per year above the base rate of the Bank of England, where contract Currency is GBP or the Federal Reserve Bank where the contract Currency is USD, from time to time (which interest will accrue dailyand be compounded quarterly).
6.6 PageTiger may vary the Charges at the end of the Minimum Term and on and from any anniversary of the Service Start Date by giving to You not less than 30 days’ written notice of the variation.
6.7 PageTiger may suspend access to the Platform and the provision of the Services if any amounts due to be paid by You to PageTiger under the Agreement are overdue by more than 45 days.
7.1 You warrant and represent to PageTiger that You have the legal right and authority to enter into and perform Your obligations under the Agreement.
7.2 PageTiger warrants and represents to You that: (a) it has the legal right and authority to enter into and perform its obligations under the Agreement; (b) it will perform its obligations under the Agreement with reasonable care and skill; (c) the Platform will perform substantially in accordance with the Documentation (subject to any Upgrades); (d) the Platform will be hosted in accordance with the requirements set out in the Customer Order, and will be available to You in accordance with the uptime commitments given in Schedule 1; (e) the Platform (excluding Your Materials) will not: (i) breach any laws, statutes, regulations or legally-binding codes; (ii) infringe any person’s Intellectual Property Rights or other legal rights; or (iii) give rise to any cause of action against PageTiger or You or any third party, in each case in England and Wales and under English law; and (f) it will use industry standard processes and procedures to ensure that the Platform is and will remain free from viruses and other malicious software programs.
7.3 You acknowledge that: (a) complex software is never wholly free from Defects, errors and bugs, and PageTiger gives no warranty or representation that the Platform will be wholly free from such Defects, errors and bugs; and (b) PageTiger does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible.
7.4 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.
8.1 You will indemnify and will keep indemnified PageTiger against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by PageTiger and arising as a result of any breach by You of Clause 5.3.
8.2 PageTiger will indemnify and will keep indemnified You against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by You and arising as a result of any breach by PageTiger of Clause 7.2(e).
9 LIMITATIONS AND EXCLUSIONS OF LIABILITY
9.1 Nothing in the Agreement will: (a) limit or exclude the liability of a party for death or personal injury resulting from negligence; (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party; (c) limit any liability of a party in any way that is not permitted under applicable law; or (d) exclude any liability of a party that may not be excluded under applicable law.
9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in the Agreement: (a) are subject to Clause 9.1; (b) govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty;
9.3 PageTiger will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings; loss of business, contracts or commercial opportunities; loss of or damage to goodwill or reputation; loss or corruption of any data, database or software; or any special, indirect or consequential loss or damage.
9.4 Neither party will be liable for any losses arising out of a Force Majeure Event.
9.5 PageTiger’s liability in relation to any event or series of related events affecting one or more Transaction(s), will not exceed the total amount paid and payable by You to PageTiger under the affected Transaction(s) during the 12 month period immediately preceding the event or events giving rise to the claim.
10 DATA PROTECTION
10.1 You warrant that You have the legal right to disclose all Personal Data that You disclose to PageTiger under or in connection with the Agreement.
10.2 PageTiger warrants that: (a) it will act only on written instructions from You in relation to the processing of any Personal Data performed by PageTiger on Your behalf; and (b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by PageTiger on Your behalf.
11.1 Each party will: (a) keep confidential and not disclose Confidential Information to any person save as expressly permitted by this Clause 11; (b) protect Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care;
11.2 Confidential Information may be disclosed by a Party to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of Confidential Information disclosed.
11.3 The obligations set out in this Clause 11 shall not apply to Confidential Information: (a) that is publicly known (other than through a breach of an obligation of confidence); (b) that is in possession of a party prior to disclosure by the other party; (c) that is received by a party from an independent third party who has a right to disclose the relevant Confidential Information; or (d) that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that the disclosing party must where permitted by law or applicable regulation give prompt written notice of the disclosure requirement to the other party.
12.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party: (a) commits any material breach of any term of the Agreement, and: (i) the breach is not remediable; or (ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or (b) persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).
12.2 Either party may terminate the Agreement immediately by giving written notice to the other party if: (a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (b) an Account Owner, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or (d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
12.3 Either party may terminate an individual Customer Order by giving at least 30 days’ written notice of termination to the other party, expiring at any time after the end of the Minimum Term or any Extended Term.
12.4 PageTiger may terminate the Agreement, or an individual Customer Order, immediately by giving written notice of termination to You where You fail to pay to PageTiger any amount due to be paid under the Agreement by the due date.
13 EFFECTS OF TERMINATION
13.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 6.5, 8, 9, 11, 13, and 16.
13.2 Termination of the Agreement will not affect either party’s accrued liabilities or rights as at the date of termination.
13.3 Subject to Clause 13.4, within 90 days following the termination of the Agreement, PageTiger will: (a) irrevocably delete from the Platform all of your Confidential Information; and (b) irrevocably delete from its other computer systems all of your Confidential Information, and return to You, or dispose of as You may instruct, all documents and materials containing your Confidential Information.
13.4 PageTiger may retain any document (including any electronic document) containing your Confidential Information after the termination of the Agreement if: (a) PageTiger is obliged to retain such document by any law or regulation or other rule enforceable against PageTiger; or (b) the document in question is a letter, fax, email, order confirmation, invoice, receipt or similar document addressed to PageTiger.
14.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by email, for the attention of the relevant person, and to the relevant address or email address provided in the Customer Order.
14.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below): (a) where the notice is delivered personally, at the time of delivery; (b) where the notice is sent by recorded signed-for post, 48 hours after posting; and (c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission and has not received a delivery failure report).
15 FORCE MAJEURE EVENT
15.1 Neither You nor PageTiger shall be liable for any delay in performing our respective duties under the Agreement caused by a Force Majeure Event. Where a Force Majeure Event occurs, the affected party shall notify the other party without undue delay and shall implement any appropriate disaster recovery and business continuity plans.
16.1 No delay, neglect or forbearance by either party in enforcing their rights under this Agreement shall be a waiver of or prejudice those rights.
16.2 If any part of this Agreement is held unlawful or unenforceable, that part shall be struck out and the remainder of this Agreement shall remain in effect.
16.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
16.4 Each party hereby agrees that neither party may, without the prior written consent of the other party, assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.
16.5 The Agreement is made for the benefit of the parties, and hereby excludes to the fullest extent permitted by law, any rights of third parties to enforce or rely upon any of the provisions of this Agreement.
16.6 Subject to Clause 9.1: (a) the Agreement and the Acceptable Use Policy, referred to in herein, constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and (b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
16.7 The Agreement shall be governed by and construed in accordance with the Governing Law set out in the Customer Order, and the Parties agree to submit to the exclusive jurisdiction of the courts associated with the Governing Law to adjudicate any dispute arising under or in connection with the Agreement its subject matter or formation (including non-contractual disputes or claims) without, where appropriate, reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction.
Schedule 1 : Service Level Agreement
1.1. In this Schedule: “New Functionality” means new functionality that is introduced to the Platform by an Upgrade;
2.1. PageTiger will make available, during Business Hours, via web chat and email helpdesk facility for the purposes of: (a) assisting You with the configuration of the Platform and the integration of the Platform with Your other systems; (b) assisting You with the proper use of the Platform; and/or (c) determining the causes of errors and fixing errors in the Platform.
2.2. Subject to Paragraph 2.3, You must make all requests for Support Services through the helpdesk, and all such requests must include sufficient information to allow PageTiger to give You a satisfactory resolution to Your request.
3. Response and resolution times
3.1. PageTiger will: (a) use all reasonable endeavours to respond to requests for Support Services made through the helpdesk; and (b) use all reasonable endeavours to resolve issues raised by You, 3.2. PageTiger will determine, acting reasonably, into which severity category, set out below, an issue raised through the Support Services falls.
3.3. All Support Services will be provided remotely unless expressly agreed otherwise by PageTiger.
4. Limits on Support Services
4.1. Where the total person-hours spent by PageTiger performing the Support Services under Paragraphs 2 and 3 during any calendar week exceed 2 hours, then: (a) PageTiger will cease to have an obligation to provide those Support Services to You during that period; providing that (b) PageTiger may agree to provide additional such Support Services to You during that period, but the provision of such services will be subject to payment by You of additional Charges at PageTiger’s standard hourly rates from time to time.
4.2. PageTiger shall have no obligation under the Agreement to provide Support Services in respect of any fault or error caused by: (a) the improper use of the Platform; or (b) the use of the Platform otherwise than in accordance with the Documentation.
5.1. You acknowledge that from time to time during the Term PageTiger may apply Upgrades to the Platform, and that such Upgrades may result in changes the appearance and/or functionality of the Platform.
5.2. PageTiger will give to You reasonable prior written notice of the application of any significant Upgrade to the Platform. Such notice shall include details of the specific changes to the functionality of the Platform resulting from the application of the Upgrade.
5.3. You shall not be subject to any additional Charges arising out of the application of the Upgrade, save where: (a) the Upgrade introduces New Functionality to the Platform; (b) that New Functionality does not serve the same purpose as legacy functionality that ceases or has ceased to be available as a result of any Upgrade; (c) access to or use of the New Functionality is chargeable to customers of PageTiger using the Platform generally; and (d) any decision by You not to pay the Charges for the New Functionality will not prejudice Your access to and use of the rest of the Platform.
6. Uptime commitment
6.1. PageTiger shall use all reasonable endeavours to ensure that the Platform is available 99.0% of the time on average over each 12-month period, subject to Paragraph 8.
7 Back-up and restoration
7.1. Subject to Paragraph 7.2, PageTiger will: (a) make back-ups of Your Materials stored on the Platform on a daily basis, to be held by our hosting platform within the UK or European Union
7.2. In the event of the loss, or corruption of, Your Materials, held within our hosting platform located within the UK or European Union, being notified by You to PageTiger under Paragraph 2, PageTiger shall if so directed by You use all reasonable endeavours promptly to restore Your Materials from the most recent available backup copy.
8. Scheduled maintenance
8.1. PageTiger may suspend access to the Platform in order to carry out scheduled maintenance, such maintenance to be carried out and such suspension to be for not more than 4 hours in each calendar month. Any suspension of service shall be at a time designed to minimise any disruption to Users.
8.2. PageTiger must give to You at least 1days’ written notice of scheduled maintenance where the expected downtime will be greater than 10 mins, including full details of the expected Platform downtime.
8.3. Platform downtime during scheduled maintenance carried out by PageTiger in accordance with this Paragraph 8 shall not be counted as downtime for the purposes of Paragraph 6.
Schedule 1 : Acceptable Use Policy
2. General restrictions
2.1. You must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or Platforms on, the Platform. You must not use the Platform: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3. Unlawful and illegal material
3.1. You must not use the Platform to store, host, copy, distribute, display, publish, transmit or send Content that is illegal or unlawful, or that will or may infringe a third party’s legal rights, or that could give rise to legal action whether against you or us or a third party (in each case in any jurisdiction and under any applicable law).
Content (and its publication on the Platform) must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral rights, database rights, trade mark rights, design rights, rights in passing off, or other intellectual property rights;
(d) infringe any rights of confidence, rights of privacy, or rights under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime;
(g) be in contempt of any court, or in breach of any court order;
(h) be in breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) be in breach of official secrets legislation; or
(k) be in breach of any contractual obligation owed to any person.
3.2. You must not submit any Content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
4. Data mining
4.1. You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Platform without our express written consent.
5. Harmful software
5.1. You must not use the Platform to promote or distribute any viruses, Trojans, worms, root kits, spyware, adware or any other harmful software, programs, routines, applications or technologies.
5.2. You must not use the Platform to promote or distribute any software, programs, routines, applications or technologies that will or may negatively affect the performance of a computer or introduce security risks to a computer.
6. Third Party Content on the Platform
6.1. In the event that any content on the Platform originates from a third-party provider, You agree to be subject to any licensing conditions set out by such third party provider.
6.2. You must not use any third-party content for any purposes other than through the Platform.
6.3. You agree and accept that PageTiger’s liability to You in the event that Third Party Content breaches a further party’s Intellectual Property Rights, shall be limited to the amount of damages awarded, or settlement agreed, between PageTiger and the Third Party Content provider divided by the number of customers who have used the specific item of content.
6.4. You agree that you shall not download more than 5,000 images of Third Party Content used by You on the Platform within the previous 12 month period (the “Download Cap”)
6.5. If you exceed your Download Cap you may continue to download and use Third Party Content, subject to an overage fee of GBP £15.00 per item of content in excess of the Download Cap, which will be invoiced on an annual basis at the beginning of each calendar year.