NETWORK TERMS

Welcome to Collude, a platform for promoting collaboration between individuals and organisations. To protect your own interests,
you must read and understand the following important Terms before using Collude. If you are uncertain as to your rights under
these Terms or you want any explanation about them please e-mail hello@collude.cloud. These current consolidated Terms of
Use were published on 23 Aug 2018.

1. 1. • 1. Introduction

        • We are Collude Ltd, a company registered in England and Wales under company number 11510123, whose registered office is at Cervantes House, 5 – 9 Headstone Road, Harrow, Middlesex, England, HA1 1PD.
        • These terms and conditions of use (the Terms) explain how you may use the Collude service. You should read these Terms carefully before using Collude. By applying to register for an account on Collude,
          you agree to be bound by these Terms and the documents referred to in them. If you do not agree with or accept any of these Terms, you should stop using Collude immediately. If you have any questions about Collude, please contact us by email at hello@collude.cloud.
        • Any organisation using Collude to collaborate with a group of individual users is referred to as a “Network Owner”. Groups of individual users on Collude set up and administered by Network Owners are referred
          to as “Networks”. When we refer to “Content” in these Terms, that means any content or messages posted by other users (including Network Owners) on Collude. References to “Contributions” are to uploads,
          profiles, posts, messages and other contributions submitted by you by means of Collude.
        • Collude is a platform. We cannot and do not vet the accuracy of all Content on Collude. We do not make any promises regarding the quality, nature of level of activity of any other user of Collude, including
          any Network Owner.
        • We do not own, operate or control any of the services, Networks, or events administered or promoted on Collude. We allow Network Owners to manage and control their interactions with individual users.
          Network Owners, not us, are responsible for ensuring that the collaboration, communication and promotion of products and services are carried out in a lawful, correct manner. To the extent that you enter
          into any arrangements by means of Collude for joining Network, attending an event, or purchasing any products or services, your relationship is with the Network Owner. If you have any issues or
          questions regarding any activity of a Network Owner, please contact the Network Owner direct.

      • 2. Changes to these Terms, and Additional Terms

        • We may revise these Terms at any time. The most current version of the Terms, which will always be at [Collude.cloud/terms], will govern our relationship with you. We will try to notify you of any important
          changes, for example via your Collude account area, or an email to the email associated with your Collude account. By continuing to access or use Collude after those revisions become effective, you
          agree to be bound by the revised Terms.
        • Wemay add to or replace these Terms with additional terms and conditions (‘Additional Terms’) which relate to specific Content or Collude features or services. Additional Terms will be made available on relevant
          pages of Collude. You should therefore check Collude from time to time to see whether any Additional Terms apply to you. Additional Terms will prevail to the extent there is any conflict or inconsistency
          with any other of these Terms.
        • Additional terms [Collude/terms/#NetworkOwnerTermsofuse] are applicable to Network Owners, which are agreed to as a condition of a Network Owner using Collude to collaborate with individual users.

      • 3. Intended users of Collude

        • Collude is intended for users over the age of 18 years, who are legally authorised and entitled to use Collude under the laws of the country in which you are resident or from which you access Collude.
          If youare under the age of 18 you may not use Collude. You may not use Collude if you intend to use it for any purposes that are intended to compete with Collude.

      • 4. Your use of Collude

        • You are responsible for your use of Collude and for any Content you submit. You should only submit Content that you are comfortable sharing with other users of the Collude service. You agree that:
          • You will use your real name on Collude and not impersonate any person;
          • any Contribution you submit for use on Collude is your own original work; has been lawfully provided by you; anddoes not infringe any intellectual property rights of any third parties;
          • youhave all necessary consents to provide the Contribution to us for use on Collude; and
          • wewill be entitled to disclose your name as having made the Contribution.
          • Youagree that any personal data you supply in your Contribution may, if we choose to do so, be used and disclosed by us as described in our Privacy Statement.
        • Youagree:
          • to be respectful to other users when making a Contribution; in particular
            • not to deliberately post hostile messages
            • not to interact with any other users in an abusive or exploitative manner
            • yourContribution does not contain any material which might bring into disrepute us, Collude or any Network Owner
            • not to promote violence, pornographic material or any activity that is illegal
            • If any member violates any of the above mentioned terms, Collude shall disable the account and access to all or part of the Network platform services and shall be under no obligation to provide any or all of the services.
          • that any Contribution you make:
            • when it includes any opinion, is a genuinely held opinion
            • when it includes any facts, is true and accurate (this includes the skills and experience you specify in your profile)
            • does not contain any:
              • violent material, pornographic material or activity that is illegal
              • material which is invasive of a third party’s privacy
              • material derived from deceptive techniques such as ‘astroturfing’, ‘flogging’ or ‘sock puppetry’
              • spam, junk mail, chain letters, material regarding any pyramid promotional schemes, or any similar material
              • material which youregard as confidential, commercially sensitive or valuable
              • material which means that you or we are liable to any third party
              • material which infringes the rights of any third party
              • material which means that youare in breach of any duty that you have towards a third party or generally (this might include, but is not limited to, material
                that you are not allowed to make available such as under any contract of employment or confidentiality agreement)
              • viruses, Trojans or other malware
              • statements or suggestions that weendorse any other business, product or service unless we have separately agreed to do so in writing
            • that any Contributionto Collude will be lawfully made. In particular, you agree that
              any Contribution will:
              • not be in contempt of court
              • not be harmful, threatening, harassing or offensive
              • not be discriminatory
              • not have any fraudulent purpose (including, but not limited to, impersonating any other person or not being entirely truthful to uswhen you register as
                a user of Collude)
              • not be defamatory, derogatory or offensive
            • unless expressly permitted in law, not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell
              or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way Collude or any
          • You acknowledge that youare solely responsible for keeping your password and other account details confidential – if you suspect they have been compromised, tell us immediately by means of
            the ‘Contact’ or ‘Support’  or ‘Feedback’ link on our website or App. You will be responsible for all activity on your account until you notify us that your account has been compromised.
          • Collude is not intended for use in connection with any sensitive personal data – you must notuse Collude to share any data about your racial or ethnic origin, political opinions, religious
            or philosophical beliefs, trade union membership, or any data about your health or sex life.
          • Wemay stop or suspend your access to Collude if you do not comply with any part of these Terms or any applicable law.
          • Wewill decide, acting reasonably, whether any Contribution breaches any of these Terms.
          • Collude is not a secure means of communication and any information that yousupply to us will not be kept confidential. Therefore:
            • youshould not make any Contribution which you regard as being confidential, commercially sensitive or valuable (Unwanted Contributions)
            • any Contributions, including any Unwanted Contributions, made to usare deemed to be our property
            • by making a Contribution, youagree that,
              • subject to ourPrivacy Statement, we may use any such information in any manner we see fit (including reproduction, transmission, publication, broadcast,
                and posting on any media and anywhere in the world) on a free of charge basis. We will not be subject to any obligation of confidentiality nor be liable
                for any use and/or disclosure of such Contributions; and
              • other users will be able to share your Contributions to their social media accounts by means of a ‘share’ button in Collude.
            • You must not use Collude for any purposes that are in direct competition with Collude.

      • 5. Disclaimers

        • Content on Collude is not moderated by us.
          We do not endorse any Network Owner or Content on Collude, and the views expressed in any Content or by any Network Owner are not the views of Collude Ltd.
        • If you use Collude to make arrangements with a Network Owner for any Network membership, attendance at events, or purchase of a product or service, you acknowledge that we are not responsible for the
          quality, fitness, safety or any other aspect of the arrangements you make.

      • 6. Collaborating with Network Owners

        • If you use Collude to link to a Network Owner, nothing in the use of Collude or these Terms is intended to affect your obligations to or from that Network Owner including in respect of any terms or conditions,
          or any policy or process mandated by the Network Owner.
        • If you have any complaints or feedback regarding your experience volunteering with a Network Owner, you should address this primarily to the Network Owner.
        • You agree not to hold us responsible for anything that happens related to transactions with Network Owners, including membership of any Network, or attendance at any event facilitated by the Network Owner.

      • 7. Ownership, use and intellectual property rights

        • Collude and all intellectual property rights in Collude is owned by usand/or our
        • As between us and you, you own all rights to your Contributions. By making a Contribution, you provide us with a worldwide, royalty-free, non-exclusive, perpetual licence (which we may sub-licence to
          others) to reproduce and make the Contribution available for the purposes of display in Collude and for all other purposes connected with our operation of Collude.
        • Content is owned by the users who submitted it to Collude, subject to any pre-existing rights in the Content.
        • Wereserve all our intellectual property rights in Collude (including, but not limited to, all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property
          rights of any kind) whether registered or unregistered anywhere in the world.
        • Nothing in these Terms grants youany rights in Collude other than as is necessary to enable you to access Collude. You agree not to adjust, try to get around or side-step or delete any digital rights or
          other security technology embedded or contained within any Content.

      • 8. Accuracy of information and availability of Collude

        • We make no promise that either Collude or any Contentis or remains:
          • available
          • accurate
          • complete
          • up to date
          • free from any virus or malware
          • free from any bugs, errors or omissions.
        • Any reliance youmay place on the information on Collude is at your own risk. You should make all such reasonable enquiries as are necessary (including with any qualified third parties) and take all such
          reasonable steps to protect yourself if you wish to rely on any information in any Contribution. The Content is provided for your general information purposes only. It does not constitute technical,
          financial or legal advice or any other type of advice and should not be relied on for any purposes.
        • While wemake commercially reasonable efforts to ensure that Collude is available, we do not promise in any way Collude’s continued availability at all times or uninterrupted use by you of Collude. We may
          suspend or terminate the operation of Collude at any time at our sole discretion although we will make reasonable efforts to let you know if we are going to suspend or terminate the operation of
          Collude.

      • 9. Other people’s sites

        • Collude contains links and references to third party websites or services, including those of Network Owners. Any such links or references are provided for yourconvenience only. We have no control over
          third party websites and accept no responsibility for any content, material or information contained in them. The display of any link and reference to any third party website does not constitute an
          endorsement of such third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site.

      • 10. Limit on our responsibility to you

        • Except for any legal responsibility that wecannot exclude in law (such as for death or personal injury),
          we are not legally responsible for any:
          • losses that:
            • were not foreseeable to youand us when this contract was formed
            • that were not caused by any breach on ourpart
          • business losses
          • losses to non-consumers.

        • 11. General

          • Wewill have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control.
          • If any part of these Terms is unenforceable the enforceability of any other part of these Terms will not be affected.
          • If wechoose not to enforce any right that we have against you at any time, then this does not prevent us from later deciding to exercise or enforce that right.
          • These contain the entire understanding and agreement between usand you in relation to your use of Collude.
          • Youmay not transfer any of your rights and duties in these Terms to any other person. (This includes, but is not limited to, a transfer by way of assignment or sublicence.)

        • 12. Complaints about Content

          • Please email us at hello@collude.cloud with your name and contact information, to report Content that you believe is defamatory of you, or infringes your intellectual property rights. We
            will share your full complaint, including your contact information, with the user in respectof whose Content you have complained.

        • 13. Disputes

          • We will try to resolve any disputes with you quickly and efficiently.
          • If you are unhappy with any matter under these Terms please contact us as soon as possible.
          • If you and we cannot resolve a dispute using our internal complaint handling procedure, we will:
            • let you know that we cannot settle the dispute with you, and
            • give you certain information required by law about our alternative dispute resolution provider.
              
          • If you want to take court proceedings, the relevant courts of the United Kingdom will have exclusive jurisdiction in relation to this contract.
          • Relevant United Kingdom law will apply to these Terms, but nothing in these Terms is intended to affect any mandatory rights you may enjoy in your own jurisdiction, including any mandatory
            rights as a consumer.

NETWORK OWNER TERMS

These Network Owner Terms, together with the documents referenced in them, govern the use and provision of the Collude group
collaboration management services.

Agreed terms

• 1. Useof the Network Platform Services

  • Subject to the restrictions set out in this clause 1and the other terms and conditions of this agreement, Collude
    hereby grants to the Network Owner a non-exclusive, non-transferable right, without the right to grant sublicences,
    to permit the Authorised Users to use the Network Platform Services in accordance with the Subscription Package
    during the Subscription Term solely for the Network Owner’s own business operations.
  • In order to use the Network Platform Services, the Network Owner must open an account on the Cloud Platform. The
    Network Owner’s use of the Cloud Platform is subject to the Platform User Terms. The Network Owner’s Cloud Platform
    account shall be the means by which the Network Owner is authenticated to use the Network Platform Services.
  • The Network Owner shall not access, store, distribute or transmit any Viruses, or any material during the course
    of its use of the Network Platform Services that:
    • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    • facilitates illegal activity;
    • depicts sexually explicit images;
    • promotes unlawful violence;
    • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    • is otherwise illegal or causes damage or injury to any person or property;

and Collude reserves the right, without liability or prejudice to its other rights to the Network Owner, to disable
the Network Owner’s access to any material that breaches the provisions of this clause.

• The Network Owner shall not:
  • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties
    and except to the extent expressly permitted under this agreement:
    • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download,
      display, transmit, or distribute all or any portion of the Software in any form or media or byany
      means; or
    • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable
      form all or any part of the Software; or
  • access all or any part of the Network Platform Services in order to build a product or service which competes
    with the Network Platform Services; or
  • use the Network Platform Services to provide services to third parties; or
  • subject to clause 9, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise
    commercially exploit, or otherwise make the Network Platform Services available to any third party except
    the Authorised Users, or
  • attempt to obtain, or assist third parties in obtaining, access to the Network Platform Services, other than
    as provided under this clause 1.
• The Network Owner shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Network
  Platform Services and, in the event of any such unauthorised access or use, promptly notify Collude.
• The rights provided under this clause 1are granted to the Network Owner only, and shall not be considered granted
  to any subsidiary or holding company of the Network Owner.
• The Network Owner shall be responsible for any act or omission of the Authorised Users in respect of the Network
  Platform Services.
• The Network Owner may assign administration and responsibility for a Network to a New Owner provided that the New
  Owner registers as a Network Owner and provides Collude with a valid method of payment specified by Collude.
  The Network Owner shall be responsible for any acts and omissions of it in advance of the date of the assignment
  to the Assignee.

2. Provision of the Network Platform Services

• Collude shall, during the Subscription Term, provide the Network Platform Services to the Network Owner on and subject
  to the terms of this agreement.
• Collude shall use commercially reasonable endeavours to make the Network Platform Services available 24 hours a day,
  seven days a week, except for:
  • planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
  • unscheduled maintenance performed outside Normal Business Hours, provided that Collude has used reasonable
    endeavours to give the Network Owner notice in advance.
• Collude will, as part of the Network Platform Services and at no additional cost to the Network Owner, provide the
  Network Owner with Collude’ standard customer support services in effect for the Subscription Package at the
  time that the Network Platform Services are provided.  Collude may amend its support services policy at its sole
  and absolute discretion from time to time.
• Collude does not warrant that the Network Owner’s use of the Network Platform Services or the Platform will be uninterrupted
  or error-free.
• The Network Owner acknowledges that the Platform and the Network Platform Services are provided from a single common
  platform and are have not been developed according to the organisation’s specification. Collude makes  no warranty
  that the Platform or the Network Platform Services will meet the Network Owner’s requirements or is fit for the
  purposes for which the Network Owner intends to use them.
• The Network Owner acknowledges that the Software may not be free of bugs or errors and agrees that the existence
  of any minor errors shall not constitute a breach of this Agreement.

3. Network Owner Data

• The Network Owner shall own all right, title and interest in and to all of the Network Owner Data and shall
• have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such NetworkOwner Data.
• In the event of any loss or damage to Network Owner Data, the Network Owner’s sole and exclusive remedy againstCollude shall be for Collude to use reasonable commercial endeavours to restore the lost or damaged Network
  Owner Data from the latest back-up of such Network Owner Data maintained by Collude in accordance with its then-current archiving practices. Collude shall not be responsible for any loss, destruction, alteration
  or disclosure of Network Owner Data caused by any third party.
• The Network Owner will comply with all applicable requirements of the Data Protection Legislation in respect
  of the Network Owner Data. This clause 3is in addition to, and does not relieve, remove or replace, the
  Network Owner’s obligations under the Data Protection Legislation.
• The Network Owner acknowledges that the Network Platform Services are not intended for the processing of
  ensitive personal data, and accordingly the Network Owner shall refrain from submitting any ‘special
  categories of data’ (as defined in Article 9 of GDPR) for processing by means of the Network Platform
  Services.
• The parties acknowledge that:
  • Collude processes personal data comprised in the Network Owner Data both for its own purposes as
    data controller, and on behalf of the Network Owner as data processor;
  • To the extent that Collude processes any personal data on the Network Owner’s behalf when performing
    its obligations under this agreement, the Network Owner is the data controller and Collude is
    the data processor for the purposes of the Data Protection Legislation (where
    Data Controller and
    Data Processor have the meanings as defined in the Data Protection Legislation).
  • The Schedule sets out the scope, nature and purpose of processing by Collude, the duration of the
    processing and the types of personal data (as defined in the Data Protection Legislation,
    Personal Data) and categories of data subject.
  • the personal data may be transferred or stored outside the EEA or the country where the Network Owner
    and the Authorised Users are located in order to carry out the Network Platform Services and
    Collude’ other obligations under this agreement.
  • Without prejudice to the generality of clause 3, the Network Owner will ensure that it has all necessaryappropriate
    consents and notices in place to enable lawful transfer of the Personal Data to Collude for the
    duration and purposes of this agreement so that Collude may lawfully use, process and transfer
    the Personal Data in accordance with this agreement on the Network Owner’s behalf.
  • Without prejudice to the generality of clause 3, Collude shall, in relation to any Personal Data processed in connection
    with the performance by Collude as the Network Owner’s data processor under this agreement:
    • process that Personal Data only on the written instructions of the Network Owner unless Collude isrequired by the laws of any member of the European Union or by the laws of the European Union applicable to Collude to process Personal Data (b>Applicable Laws). Where Collude is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Collude shall promptly notify the Network Owner of this before
      performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Collude from
      so notifying the Network Owner;
    • not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions
      are fulfilled:
      • the Network Owner or Collude has provided appropriate safeguards in relation to the transfer;
      • the data subject has enforceable rights and effective legal remedies;
      • Collude complies with its obligations under the Data Protection Legislation by providing an adequate
        level of protection to any Personal Data that is transferred; and
      • Collude complies with reasonable instructions notified to it in advance by the Network Owner with respect
        to the processing of the Personal Data;
    • assist the Network Owner, at the Network Owner’s cost and expense, in responding to any request from a data subject and in
      ensuring compliance with its obligations under the Data Protection Legislation with respect to security,
      breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    • notify the Network Owner without undue delay on becoming aware of a Personal Data breach;
    • at the written direction of the Network Owner, delete or return Personal Data and copies thereof to the Network Owner on
      termination of the agreement unless required by Applicable Law to store the Personal Data; and
    • maintain complete and accurate records and information to demonstrate its compliance with this clause
  • Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by
    the other party, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss
    or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or
    unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having
    regard to the state of technological development and the cost of implementing any measures (those measures may include,
    where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability
    and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored
    in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and
    organisational measures adopted by it).
  • The Network Owner generally authorises Collude to engage further data processors to process Personal Data. A list of those
    further processors is available at [collude.cloud/privacypolicy]. Collude will update this list in advance of making
    any change, and notify the Network Owner by means of the Network Platform Services. If the Network Owner reasonably
    objects to a change, at Collude’ option Collude will either: (i) give the Network Owner an opportunity to pay for
    a version of the Network Platform Services without use of the processor to which the Network Owner objects; or  (ii)
    terminate the provision of the Network Platform Services to the Network Owner without liability. Collude confirms
    that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially
    on that third party’s standard terms of business or incorporating terms which are substantially similar to those
    set out in this clause 3. As between the Network Owner and Collude, Collude shall remain fully liable for all acts
    or omissions of any third-party processor appointed by it pursuant to this clause 3which would constitute a breach
    of this Agreement if committed by Collude. The Network Owner hereby confirms that it has no objections in respect
    of any processor listed at [collude.cloud/privacypolicy].Either party may, at any time on not less than 30 days’ notice,
    revise this clause 3by replacing it with any applicable controller to processor standard clauses or similar terms
    forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

4. Free Trial and Free Subscriptions

• The Network Platform Services may be  offered on a free trial basis for 14 days from the Effective Date (Free Trial). Also,
  Collude may offer a free of charge Subscription subject to usage limits specified in the Order Form (Free Subscription)
  or the Pricing section of the Collude web site or app.
• If a Free Trial is cancelled during the trial period, the trial will end automatically, and the Network Owner will not be
  charged. Free trials of the Network Platform Services automatically cease on the expiry of the initial 14 day
  trial period. Network Owner acknowledges that access to the Network will cease, and any data in respect of any
  Network operated by it will be deleted, in the event that it does not registerfor a paid Subscription promptly
  on expiry of the expiry of the Free Trial.Network Platform Services.
• The Network Owner may cancel its Subscription during the free trial period by [means of the ‘Account’ area of the Network
  Platform Services].
• The Network Owner is not entitled to benefit from more than one free trial period. The Network Owner will become liable for
  payment of the Subscription Fees for all use of the Network Platform Services for the second and any subsequent
  free trial periods.
• Collude may suspend, terminate or limit the Free Trial or Free Subscription at any time without liability.
• Networks operated under a Free Subscription may be deleted following 6 months from the previous sign-in to the Network Platform
  Services by the Network Owner.

5. Third Party Services

• The Network Owner acknowledges that the Network Platform Services may enable or assist it to access and correspond with Third
  Party Providers (which may include CRM, marketing automation and event registration providers) and that it does
  so solely at its own risk.
• Collude makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation
  to the content or use of, or correspondence with, any such Third Party Provider, or any transactions completed,
  and any contract entered into by the Network Owner, with or by means of any such third party.
• To the extent that any service or feature is completed by means of any Third Party Provider, the same is governed by the
  contract between the Network Owner and the relevant third party, and not this Agreement.
• Collude recommends that the Network Owner refers to the third party’s website terms and conditions and privacy policy prior
  to using the relevant Third Party Provider.  Collude does not endorse or approve any Third Party Provider nor
  the services of any Third Party Provider.
• Integration with any Third Party Provider is provided on the basis of the Third Party Provider’s service and API as they
  exist on the Effective Date. Collude shall use reasonable endeavours to continue such integration but makes no
  warranty that such integration shall remain throughout the Subscription Term.
• The Network Owner will abide by any terms of service of any Third Party Provider in respect of which it uses the Network
  Platform Services.
• The Network Owner hereby gives Collude express permission to access, share and use information from its account with any
  Third Party Provider.
• Collude may offer access to its own API for integration with other services. Such terms will be subject to additional terms
  to be notified to the Network Owner.

6. Networkers

• The Network Owner acknowledges that Collude does not vet or conduct background checks on Networkers registered to use the
  Cloud Platform, and that any dealings with any Networker by the Network Owner are at the Network Owner’s own
  risk.
• The Network Platform Services comprise the ability for the Network Owner to communicate with Networkers in respect of membership,
  attendance at events, or other activities conducted by the  organisation for the benefit of Networkers. The Network
  Owner shall ensure that such activities, and such terms and conditions, are in accordance with all applicable
  laws. The Network Owner undertakes not to use the Network Platform Services for any business or activity from
  time to time listed in Stripe’s list of Prohibited Businesses – https://stripe.com/gb/prohibited-businesses.
• Collude makes no warranty that any particular quantity or quality of Networkers will use the Cloud Platform.
• Collude shall not have any duty to resolve any dispute between the Network Owner and any Networker, including without limitation,
  in respect of any event or membership activities facilitated by the Network Platform Services or the Cloud Platform.
• For the avoidance of doubt, except as stated in clause 11below, nothing in these Network Owner Terms restricts the ability
  of Networkers to join other networks or groups managed by other users of the Platform.

7. Opportunities

• The Network Platform Services comprise the facility for the Network Owner to list Opportunities. The Network Platform Services
  are not intended to be a medium for creating contractual obligations between Networkers and the Network Owner
  in respect of any such Opportunity, and the Network Owner is responsible for arranging for the conclusion of
  any contractual arrangements in respect of any Opportunity, outside of the Platform and the Network Platform
  Services.

8. Payment Services

• Payment processing services for Network Owners on the Cloud Platform are provided by Stripe and are subject to the Stripe
  Connected Account Agreement, which includes the Stripe Terms of Service (collectively,the “Stripe Services Agreement”).
  By agreeing to these terms in respect of its use of the Cloud Platform, or continuing to operate as a Network
  Owner on the Cloud Platform, the Network Owner agrees to be bound by the Stripe Services Agreement, as the same
  may be modified by Stripe from time to time. As a condition of Collude enabling payment processing services through
  the Payment Services Provider, the Network Owner agrees to provide Collude accurate and complete information
  about the Network Owner and its business, and the Network Owner authorises Collude to share it and transaction
  information related to the Network Owner’s use of the payment processing services provided by the Payment Services
  Provider. As a condition of using the Network Platform Services, the Network Owner must maintain an account with
  the Payment Service Provider and accept the Payment Service Provider’s terms and conditions. Collude will not
  be responsible for any acts or omissions of the Payment Service Provider. Collude does not process any payments
  and is not responsible to the Network Owner in respect of any chargebacks or fraudulent user activity conducted
  by means of the Payment Service Provider in respect of the Booking or the Agreed Charges.
  The Network Owner is responsible for payment of all sums charged by the Payment Service Provider in accordance
  with the Payment Service Provider’s terms and conditions.
• Where the Agreed Charges are paid by means of the Payment Service Provider as integrated with the Cloud Platform,
  Collude receives its Commission automatically. For the avoidance of doubt, Commission is payable to Collude.
  Fees charged for payment processing services are charged separately and additionally by the Payment Services
  Provider.
• The Network Owner shall be responsible for accounting for charging and accounting for any VAT arising in respect of any Networker
  Charges.
• VAT shall be added to Commission as applicable.
• Termination of this Agreement, however arising, shall not affect the Network Owner’s obligation to pay any Commission
  due under these Terms.
• The Network Owner hereby authorises Collude to instruct the Payment Service Provider to pay to Collude any outstanding Commission
  owed to Collude, by means of a deduction from payments made by Networkers to the Network Owner.

9. Agreeing Terms with Networkers by means of the Network Platform Services

• In this clause, “Networker Terms” refers to any terms and conditions offered to Networkers by the Network Owner by means
  of the Network Platform Services, in respect of any event, membership or other services provided by the Network
  Owner for the benefit of Networkers.
• The Network Owner shall be responsible for verifying compliance with any formalities or other requirements applicable any
  contracting activity it undertakes by means of the Network Platform Services. Collude gives no warranty and makes
  no representations in relation to the suitability of the service for use in respect of any Terms.
• As part of the Network Platform Services, Collude facilitates for the Network Owner the electronic agreement to Networker
  Terms by both the Network Owner and the Networker. Collude is not responsible for determining legal or regulatory
  requirements applicable to the Network Owner in respect of retention or deletion of Networker Terms. The Network
  Owner undertakes to determine whether any person correctly classified as a ‘consumer’ under applicable law is
  a party to any Networker Terms, and for complying with any formalities or other requirements applicable as a
  result of such consumer status. The Network Owner acknowledges that (i) Collude is in no way responsible for
  validating the Networker’s agreement to the Networker Terms, or the identity of the Networker and (ii) Collude
  shall not be held liable for any damages and/or losses whatsoever caused by, or arising from, the full or partial
  invalidity of any agreement based on the Networker Terms. The Network Owner acknowledges that various contract
  types may not be able to be validly executed by means of the Network Platform Services or may be the subject
  of specific formalities, or storage and retention or information provision requirements imposed by applicable
  law. For example, certain contracts with those classed as ‘consumers’ by applicable law. The Network Owner, not
  Collude, is responsible fordetermining the extent to which of any such requirements apply in respect of its own
  activities and as such responsible for ensuring that the Network Platform Services are not used in respect of
  any Networker Terms which may not be lawfully form the basis of an agreement when presented or agreed to by means
  of the Network Platform Services.

10. Network Owner’s obligations

The Network Owner shall:

• The Network Owner shall:
  • all necessary co-operation in relation to this agreement; and
  • all necessary access to such information as may be required by Collude;
• in order to provide the Network Platform Services, including but not limited to Network Owner Data, security access
  information and configuration services;
  • without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect
    to its activities under this agreement;
  • carry out all other Network Owner responsibilities set out in this agreement in a timely and efficient manner. In the event
    of any delays in the Network Owner’s provision of such assistance as agreed by the parties, Collude may
    adjust any agreed timetable or delivery schedule as reasonably necessary;
  • ensure that the Authorised Users use the Network Platform Services in accordance with the terms and conditions
    of this agreement and shall be responsible for any Authorised User’s breach of this agreement; and
  • obtain and shall maintain all necessary licences, consents, and permissions necessary for Collude, its contractors and agents
    to perform their obligations under this agreement, including without limitation the Network Platform
    Services.
• The Network Owner warrants that:
  • it has the full capacity and authority to enter into and perform the agreement constituted under these terms;
  • it will comply with and use the Network Platform Services in accordance with the terms of this agreement and all applicable
    laws, and shall not do any act that shall infringe the rights of any third party including the publishing
    or transmission of any materials contrary to relevant laws;
  • it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to Collude,
    any materials reasonably necessary for the fulfilment of all its obligations under this agreement, including
    any third-party licences and consents in respect of any Network Owner Data and Network Owner Materials;
    and
  • Collude’s use in the provision of the Network Platform Services or otherwise in connection with this agreement of any third-party
    materials, including Network Owner Data and Network Owner Materials, shall not cause Collude to infringe
    the rights, including any Intellectual Property Rights or other rights, of any third party.
• To the extent that the Network Owner uses the Network Platform Services in respect of any event, it shall ensure that:
  • before charging any Networker Charges in respect of the event, all applicable consents, licences, permits, and authorisations
    have been obtained with respect to the event;
  • the event is conducted, and the venue prepared, in accordance with all health and safety and other applicable laws.

11. Customised Network Platform Services

• Collude may offer a Subscription whereby the Network Platform Services include limited custom colour and feature labelling
  elements (Custom Subscription).
• Where the Order specifies such a Custom Subscription and the Subscription Fees paid, Collude will ensure that the email addresses
  of Networkers linking to the Network Owner’s profile are not used to link to profiles of other organisations
  using the Cloud Platform.
• If additional services are required for the proper use and operation of the Network Platform Services or if training or consulting
  services are requested, Collude shall provide such services on a time and materials (“T&M”) basis; that is,
  (i) Network Owner shall pay Collude for all the time spent performing such services (including all travel time),
  plus materials, taxes, and reimbursable expenses; and (ii) therates for such services shall be Collude’s then-current
  standard rates when such services are provided. Any monetary limit stated in an estimate for T&M services
  shall be an estimate only for Network Owner’s budgeting and Collude’s resource scheduling purposes.  If the limit
  is exceeded, Collude will cooperatewith Network Owner to provide continuing services on a T&M basis.  Collude
  shall invoice Network Owner monthly for T&M services.  Charges shall be payable upon receipt of invoice by
  Network Owner.  Collude reserves the right to require a non-refundable fee and/or cost deposit prior to commencement
  of services as well as a work order.

12. Charges and payment

• The Network Owner shall pay the Set-Up Fee and Subscription Fees to Collude for the Subscription Package in accordance with
  this clause 12and the Order Form.
• The Network Owner shall on the Effective Date provide to Collude valid, up-to-date and complete purchase order information
  acceptable to Collude and any other relevant valid, up-to-date and complete contact and billing details andCollude
  shall invoice the Network Owner:
  • on the Effective Date for the Set-Up Fee and for the Subscription Fees payable in respect of the Initial Subscription Term;
    and
  • subject to clause 1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in
    respect of the next Renewal Period.
• The Network Owner shall pay the Set-Up fee immediately on signature of this agreement, and acknowledges that no set-up or
  training Network Platform Services will be provided until such invoice is paid.
• The Network Owner shall pay any other invoice for sums properly charged under this agreement within 30 days after the date
  of such invoice.
• If Collude has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies
  of Collude:
  • Collude may, without liability to the Network Owner, disable the Network Owner’s password, account and access to all or part
    of the Network Platform Services and Collude shall be under no obligation to provide any or all of the
    Network Platform Services while the invoice(s) concerned remain unpaid; and
  • interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending
    rate of Collude’ bankers in the UK from time to time, commencing on the due date and continuing until
    fully paid, whether before or after judgment.
• All amounts and fees stated or referred to in this agreement:
  • are, subject to clause 3(b), non-cancellable and non-refundable;
  • are exclusive of value added tax, which shall be added to Collude’ invoice(s) at the appropriate rate.
• Collude shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon prior notice to the
  Network Owner and the Order Form shall be deemed to have been amended accordingly.
• If the Network Owner wishes to purchase additional Subscription allocation, the Network Owner shall notifyCollude. Collude
  shall evaluate such request for additional Subscription allocation and respond to the Network Owner with
  approval or rejection of the request. Where Collude approves the request, Collude shall activate the additional
  Subscription allocation promptly on its approval of the Network Owner’s request.
• If Collude approves the Network Owner’s request to purchase additional Subscription allocation, the Network Owner shall,
  at Collude’s option, either: (i) within 30 days of the date of Collude’s invoice, pay to Collude the relevant
  fees for such additional Subscriptions allocation specified by Collude; or (ii) pay such fees in advance
  of the additional allocation being activated. In either case, if such additional Subscription allocation
  are purchased by the Network Owner part way through the Initial Subscription Term or any Renewal Period (as
  applicable), such fees shall be pro-rated from the date of activation by Collude for the remainder of the
  Initial Subscription Term or then current Renewal Period (as applicable).

13. Indemnity

• The Network Owner shall indemnify and hold Collude harmless from any losses, expenses and damages of every kind and nature
  in relation to any claim or demand made by any third party due to or arising out of:
  • the Network Owner’s breach of this Agreement,
  • the Network Owner’s use, misuse (including unlawful use), or abuse of the Network Platform Services;
  • the Network Owner Materials.

14. Proprietary rights

• The Network Owner acknowledges and agrees that Collude and/or its licensors own all Intellectual PropertyRights in the Cloud
  Platformand the Network Platform Services including without limitation any amendments or variations to them.
  Except as expressly stated herein, this agreement does not grant the Network Owner any rights to, under or in,
  any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered),
  or any other rights or licences in respect of the Cloud Platformor the Network Platform Services.
• The Network Owner hereby grants to Collude a non-exclusive, worldwide, royalty-free, sublicensable licence under all its
  Intellectual Property Rights in the Network Owner Materials to use such Network Owner Materials to use, reproduce,
  transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on
  the Network Owner Materials, in whole or in part, in any media, for the purpose of operating the Platform and
  the Network Platform Services and promoting them (including on social media controlled by Collude and its partners
  and affiliate companies).
• The word “Collude” and the Collude ‘particle’ logo are trade marks of Collude Ltd and the Network Owner is not authorised
  to use them except as authorised under this Agreement.
• Each party grants to the other party a nonexclusive, revocable, worldwide, royalty-free right during the term of
  this agreement to use the granting party’s name and trade marks to identify the Network Owner as a user of the
  Network Platform Services and the Cloud Platform. When using the other’s trade marks, each party will comply
  with any trade mark usage guidelines prescribed by the other in writing. All goodwill generated from the use
  of the grantor party’s name and trade mark will enure to the benefit of the trade mark owner.

15. Confidentiality

• Each party may be given access to Confidential Information from the other party in order to perform its obligations under
  this agreement.  A party’s Confidential Information shall not be deemed to include information that:
  • is or becomes publicly known other than through any act or omission of the receiving party;
  • was in the other party’s lawful possession before the disclosure;
  • is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  • is independently developed by the receiving party, which independent development can be shown by written evidence.
• Subject to clause 4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential
  Information available to any third party, or use the other’s Confidential Information for any purpose other than
  the implementation of this agreement.
• Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is
  not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
• A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by
  law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction,
  provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such
  disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this
  clause 4, it takes into account the reasonable requests of the other party in relation to the content of such
  disclosure.
• Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused
  by any third party.
• The Network Owner acknowledges that details of the Network Platform Services, and the results of any performance tests of
  the Network Platform Services, constitute Collude’ Confidential Information.
• For the avoidance of doubt, the Network Owner acknowledges that its profile on the Cloud Platform shall be visible to all
  visitors to the Cloud Platform and shall not be considered Confidential Information.
• The Network Owner hereby authorises Collude to include details of Collude’s relationship with the Network Owner in any training,
  marketing or promotional material produced and made available by it or on its behalf in relation to Collude or
  the Network Platform Services.
• The above provisions of this clause 15shall survive termination of this agreement, however arising.

16. Limitation of liability

• Except as expressly and specifically provided in this agreement:
  • the Network Owner assumes sole responsibility for results obtained from the use of the Network Platform Services by the Network
    Owner, and for conclusions drawn from such use;
  • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are,
    to the fullest extent permitted by applicable law, excluded from this agreement; and
  • the Network Platform Services are provided to the Network Owner on an “as is” basis.
• Nothing in this agreement excludes the liability of Collude:
  • for death or personal injury caused by Collude’ negligence; or
  • for fraud or fraudulent misrepresentation.
• Subject to clause 1and clause 16.2:
  • Collude shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation,
    restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar
    losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect
    or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
  • Collude’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation,
    restitution or otherwise, arising in connection with the performance or contemplated performance of this
    agreement shall be limited to the total Set-Up Fees and Subscription Fees paid during the preceding 12
    months.

17. Term and termination

• This agreement shall, unless otherwise terminated as provided in this clause 17, commence on the Effective Date and shall
  continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for
  successive periods of  the same duration as the Initial Subscription Period (each a
  Renewal Period), unless:
  • where the Initial Subscription Period is 1 month, either party notifies the other party of termination,in writing, at least
    14 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement
    shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  • where the Initial Subscription Period is 12 months, either party notifies the other party of termination,in writing, at least
    60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement
    shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period
  • otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the
Subscription Term

• Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect
  by giving written notice to the other party if:
  • the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach
    is remediable) fails to remedy that breach within a period of 14 days after being notified in writing
    to do so;
  • the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion
    that its conduct is inconsistent with it having the intention or ability to give effect to the terms
    of this agreement.
• On termination of this agreement for any reason:
  • all licences granted under this agreement shall immediately terminate and the Network Owner shall immediately cease all use
    of the Network Platform Services;
  • each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging
    to the other party;
  • Collude may destroy or otherwise dispose of any of the Network Owner Data in its possession, unless Collude receives, no
    later than ten days after the effective date of the termination of this agreement, a written request
    for the delivery to the Network Owner of the then most recent back-up of the Network Owner Data. Collude
    shall use reasonable commercial endeavours to deliver the back-up to the Network Owner within 30 days
    of its receipt of such a written request, provided that the Network Owner has, at that time, paid all
    fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).
    The Network Owner shall pay all reasonable expenses incurred by Collude in returning or disposing of
    Network Owner Data; and
  • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including
    the right to claim damages in respect of any breach of the agreement which existed at or before the date
    of termination shall not be affected or prejudiced.

18. Force majeure

• Collude shall have no liability to the Network Owner under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial
  disputes (whether involving the workforce of Collude or any other party), failure of a utility service or transport or telecommunications network, action or policy of any supplier, subcontractor or app store or similar platform, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Network Owner is notified of such an event and its expected duration.

19. Changes to these Terms and the Network Platform Services

• Collude may modify these Terms from time to time and will provide notice to the organisation of any such change in advance, for example by email or by means of the Network Platform Services. By continuing to use the Network Platform Services after any changes come into effect, the Network Owner will be deemed to have agreed to the revised Terms.
• Collude may modify the Network Platform Services from time to time, including by adding or deleting features and functions. Except for Free Subscriptions, or where a modification is made for the purposes of legal or regulatory compliance, Collude will use all reasonable endeavours to not make changes to the Subscription Service that materially reduce the functionality provided to the Network Owner during the term. In the event that any such changes are made, (i) Collude shall use reasonable endeavours to provide an alternative to that functionality, and (ii) except where the change is due to the actions of any third party (including any supplier or sub-contractor of Collude), provide what it reasonably considers to be an appropriate discount of the Subscriptions Fees.

20. Other Important Terms

• No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
• Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
• If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
• If any provision or part-provision of this agreement is deemed deleted under clause 3the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
• This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previousagreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
• Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
• Nothing in this clause shall limit or exclude any liability for fraud.
• The Network Owner shall not, without the prior written consent of Collude, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
• Collude may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
• Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
• This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
• This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
• Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settleany dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

21.Interpretation

• The definitions and rules of interpretation in this clause apply in these Network Owner Terms.
  • Agreement: these Network Owner Terms, the Order Form, and any documents linked to or referred to by them.
  • Authorised Users: those employees, agents and independent contractors of the Network Owner who are authorised by the Network Owner touse the Network Platform Services.
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Collude: Collude Ltd, a company registered in England and Wales under company number 11510123, whose registered office is at Cervantes House, 5 – 9 Headstone Road, Harrow, Middlesex, England, HA1 1PD.
  • Commission: means 2.5% of Networker Charges (not including VAT) or £1.00 (whichever is greater) in respect of Network memberships, and 5% or £0.50 (whichever is greater) for event attendance and all other Networker Charges.
  • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as ConfidentialInformation in clause 15.6.
  • Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended.
  • Effective Date : the date specified as such in the Order Form.
  • Guest User: a Networker joining a Network on a non-paying basis.
  • Initial Subscription Term: the period specified in the Order Form, running from the Effective Date or (in the event of a Free Trial) the Trial End Date.
  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • Networker: an individual user of the Cloud Platform.
  • Networker Charges: sums charged to Networkers by the organisation by means of the Payment Services Provider as integrated into the Network Platform Services.
  • Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
  • Network Owner Data: the data inputted by the Network Owner or Authorised Users for the purpose of using the Network Platform Services.
  • Network Owner Materials: any trade marks, logo, product or service information or other materials provided or used by Network Owner in respect of the Network Platform Services.
  • Network Platform Services: the Collude group collaboration management services provided by Collude to the Network Owner via Collude.cloud or any other website notified to the Network Owner by Collude from time to time, including any related set-up, integration or training services.
  • Network Owner: the entity specified as Network Owner on an Order Form.
  • Opportunity: a commercial opportunity offered by the Network Owner, in respect of which it wishes to receive proposals or expressions of interest.
  • Order Form: the web page in which these terms are referenced, specifying the Network Owner and the charges payable in respect of the Network Platform Services.
  • Payment Service Provider: means the independent payment service provider (Stripe, as at the date of this Agreement) integrated into the Cloud Platform,appointed by the Network Owner to receive payment for the Networker Charges.
  • Platform User Terms: the Collude Terms of Use applicable to all users of the Cloud Platform, as set out at [www.Collude.cloud/terms] as updatedfrom time to time.
  • Cloud Platform:the Collude collaboration platform at Collude.cloud, by means of which individual Networkers and organisations create profiles and communicate with other users.
  • Renewal Period: the period described in clause 17.1.
  • Set-Up Fee: the initial one-off set up fee payable by the Network Owner as set out in the Order Form.
  • Software: the online software applications provided by Collude as part of the Network Platform Services.
  • Subscription Fees: the subscription fees payable by the Network Owner to Collude for the use of the Network Platform Services, as set out in the Order Form.
  • Subscription Allocation: the features and account usage allocation referenced in the Order Form and purchased by the Network Owner pursuant to clause 12.1 which entitle Authorised Users to access and use the Network Platform Services in accordance withthis agreement.
  • Subscription Term: has the meaning given in clause 17.1  (being the Initial Subscription Term together with any subsequent Renewal Periods).
  • Third Party Provider: a third party in respect of whose services the Order Form states that the Network Platform Services will be capable ofbeing integrated by the Network Owner.
  • Trial End Date:14 days after the Effective Date.

• A reference to writing or written includes e-mail or communication by means of the Network Platform Services.

Schedule Processing, Personal Data and Data Subjects  Processing by Collude Scope and Purpose. Processing details of Networkers contacting or collaborating with the Network Owner, for the purposes of providing the Network Platform Services to the Network Owner. Nature of Processing. Compiling records and reports of Networkers linked to the Network Owner’s Collude profile. Duration of the processing. For the duration of this agreement.Types of Personal Data. Any personal data submitted, stored, sent or received by the Network Owner by means of theNetwork Platform Services.Categories of Data Subject. Networkers connecting with or joining a Network operated by the Network Owner.

PRIVACY POLICY

Collude is an advanced online communication and mobile networking platform designed to act as a single hub for businesses
to bring Moderators, Organisers and Members into a single collaboration platform making big impact to their businesses.
Collude is copyright of Incepteo. We at “Collude” strive to provide excellent service to you, our customers and business partners while building enduring relationship with you. We take the issue of your privacy very seriously. This makes us work towards ensuring that policies and procedures are in place to not only help your business, but to do so in a way, which is respectful to your rights.To achieve these goals, we occasionally need information about you when you visit our sites. This policy covers how Collude collects,uses and protects the information we gather through your use of the Collude products, Collude Websites (defined below) and in connection with off-line communications. Please read the below privacy policy to understand our perspective regarding the personal data and how we manage it.

How we collect your personal information

The information we collect about you or you give us may include your name, email, organisation/company, phone number, IP
address, profile (covering personal and professional information) and links to your professional profiles available in
the public domain e.g. LinkedIn, Twitter, Business Facebook or corporate website as part of hiring needs in our group
companies and to provide our services. We collect personal information from you on various occasions that may include
any of the below but not limited to the following:

1. 1. 1. 1. 1. 1. • when we interact with you as a customer or prospective customer;
                  • when you visit our website;
                  • when you register as an end-user of our services and an account is created for you;
                  • when you contact us for help;
                  • when you participate in discussion boards or other social media functions
                  • when you attend our events/ conferences; and
                  • when you report a problem with our site.

How we use your information

Collude uses the personal data provided and also collects data through the sites for a variety of business purposes:

1. 1. 1. 1. 1. 1. • to revert to your queries and requests
                  • to suggest and recommend our products or services that may interest you
                  • to help us identify you and any accounts that you have with us
                  • to share our updates and activities on the sites and changes in any Collude Policy.
                  • to measure the effectiveness of marketing we serve to you and to deliver relevant promotions to you
                  • process payment for products or services purchased by you
                  • to take care of our site and for internal operations including troubleshooting, data analysis, testing, research, statistical
                    and survey purposes
                  • to make our site safe and protected
                  • for purposes disclosed at the time you provide your personal data or otherwise with your consent

Information we share

Disclosure of your information inside and outside of the EEA There are certain third-parties we work with to help us to delivery
to you the best service we can. To achieve this, we will share your personal information with:

1. 1. 1. 1. 1. 1. • Microsoft Azure, our hosting partner. We use Microsoft Azure, a top tier data hosting service, to host our service.
                  • Hubspot, the third-party customer relationship management tool we use. Hubspot gives us the ability to personalise some
                    content for different user groups. If you sign up for our blog or any other notification, we will store your details
                    securely in our Hubspot account. Hubspot is a US company which has certified under the EU-US Privacy Shield framework.
                  • our support team in India who may use to address any support queries you raise. Our Indian team has agreed to standard
                    data protection obligations prescribed by the European Union to ensure that your data is held in accordance with
                    EU data protection standards.
                    • Mailchimp & SendGrid our email campaign service providers, to keep you up to date with Collude news. Both
                      have certified its agreement to the EU-US Privacy Shield.
                  • business partners, suppliers and sub-contractors for the provision of the Collude service to you.
                  • analytics and search engine providers that assist us in the improvement and optimisation of our site.

Non-disclosure of your personal information to third-parties:

1. 1. 1. 1. 1. 1. • We will not give or sell your personal information to any outside company for its use in marketing or solicitation when
                    you provide your personal information to Collude (such as name, address, phone number, email and company name).
                  • we will not provide any of your personal information to any third-parties without your specific permission, except as
                    termed in this Policy.
                  • we may share non-personal data, such as collective user statistics, statistical data, and usage data with third-parties

Disclosure of your personal information to third parties:

1. 1. 1. 1. 1. 1. • if we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller
                    or buyer
                  • if Collude and considerably all its assets are acquired by a third-party, in such case, the personal data held by us
                    about our customers will be one of the conveyed assets.
                  • if we are under a situation to disclose or share your personal information to comply with any legal obligation, or to
                    guard the rights, property or security of Collude, our customers, or others or in order to implement or apply website
                    terms and other agreements. Such sharing of information with other organisations is only for the purpose of fraud
                    protection and risk reduction.

Security Measures.

How we protect personal data

We will maintain the privacy of your personal information and it will be used only to support customer relationship of Collude
with you. Moreover, internal practices help protect your privacy by limiting employee access to use of customer information.
Collude has implemented various security features to prevent unauthorised release of or access to personal information.
We have created awareness programmes on importance of data privacy and on the confidentiality of customer data. Collude
will take appropriate action against any employee who fails to acknowledge these facts or adhere to the obligatory standards
of conduct.

Changes to Policy

If any changes are made to our policy in future, it will be posted on this page and you will be informed about this appropriately
over e-mail. Please regularly check our website to see if any updates or changes to our privacy policy.

Contact

We hope that we have shared with you all the information you need, in the event that we haven’t, or if you have any questions
then please do not hesitate to reach us out on

hello@collude.cloud

COLLUDE @GDPR

The Europe Union’s General Data Protection Regulation is a law or a regulation which was adopted by European commission and start of enforcement is effective from 25 May 2018. This regulation has great impact on organisations across the globe who handle personal data of EU citizens or within European Union.

Collude would like to brief you on the data related roles and responsibilities when you our customers have chosen Collude as business networking platform and will explain our efforts to fulfil requirements of the GDPR.

Collude as the Data Controller

Collude is an advanced online communication and mobile networking platform designed to act as a single hub for businesses to bring Moderators, Organisers and Members into a single collaboration platform making big impact to their businesses.

Being online networking platform, collude acts as the Data controller and has primary responsibility for ensuring compliance with GDPR.

We process personal information for certain legitimate Business interests in line with GDPR. Some of them are list below

• where processing enables us to improve, update or personalize our service/communications for the benefit of our customers
• to identify and prevent fraud
• to ensure our system’s safe and secure

As the controller for your personal data, we are committed to protecting the privacy and data security of you and our customers around the world.

GDPR Preparations

Completing a GDPR Audit

Earlier this year we completed a company-wide internal audit of Collude to identify and map out the personal data we hold and to allow us to identify any areas where we would have to work on to achieve GDPR compliance. The GDPR audit was supported with a road-map for compliance which we have been working through.

Updating our Privacy & Cookie Policy

We updated Privacy & Cookie policy to meet the GDPR regulations. These policies explain how we use your data and what rights you have under the new regulation. We believe this helps to bring more transparency and strengthens our mutual relationship.

White-papers & Blog Posts

We will provide customers with resources and helpful information about privacy and GDPR, including white-papers and blog posts.

Ensuring right policies and training’s in place

We ensure our staff both in the UK and India who access and process customer’s data, have training on data protection, security and maintain confidentiality of that data.

Making sure the third parties who we work with are also GDPR compliant

We are committed to GDPR regulations and making sure that all our third-party service providers and vendors we work with are also GDPR compliant.

At Collude, we give our best to deliver an incredible customer experience and earning the trust of users. We will continue to make required changes whenever needed and make sure that our clients and partners are informed about this throughout process.

Collude is committed to customers’ success and the protection of customer data. We hope that we have shared with you all the information you need in this area, but in the event that we haven’t, or if you have any questions then please do not hesitate to reach us out on hello@collude.cloud

COOKIE POLICY

Our website uses cookies to make website and services work better for you and also help to analyze how users use the site
and to improve user experience. When you visit our website (www.collude.cloud) we will ask your consent to allow cookies for better experience. We believe in being fair and clear about how we use your information and the below policy explains how we deal with cookies that we used in our website.
If you want to find out more about how we deal with your personal data, then please see our
Privacy Policy.

What is a cookie?

Cookies are small files of text that are stored by the browser onto your computer, tablet or mobile device when you visit
a website. This helps to improve the performance of the website and increases the efficiency for the users who visits
the site. Cookies can also be used to remember information about the user preference in order to show relevant content
to that user over time. Further information on cookies should be available in the help pages of your browser, and most
browsers will recognize when a cookie is offered and allow users to control how and when they are accepted. However,
you should be aware that if you choose to decline cookies, you may not be able to fully experience all of the features
of the Collude website, and other websites that you choose to visit.

How does Collude use cookies?

Collude uses cookies that are strictly necessary to enable you to move around the site or to provide certain basic features.
We use cookies to provide better functionality of the website by storing your preferences. We also use cookies to help
us improve the performance of our website to provide you with a better user experience. The information we collect using
cookies is anonymous. We will never (and will not allow any third party to) use the statistical analytics tool to track
or to collect any of information of visitors to our site or associate your IP address with any other data held about
you. We will not utilize any data gathered from this site with any personal identifiable data from any source, unless
you intendedly submit that information via fill-inform on our website. We use the following different types of cookies
on our website.
Strictly necessary cookies These are the essential cookies that are required for the operation of our website and enable user to move around website and its features. They include, for example, enabling basic functions such as page navigation and log into secure areas of our website, to remember information that you saved on forms or shopping
cart. The website may not perform as smoothly as it should without these cookies.

Analytical/performance cookies These cookies allow us to identify and count number of visitors and collect information
about how visitors and users use our websites and also help to improve the way a website works. For instance, they may
show what are the most frequently visited pages, by ensuring that users are finding what they are looking for easily.
Performance cookies do not collect information that identifies a user or visitor personally and all information these
cookies collect is aggregated and therefore anonymous.

Targeting or advertising cookies These cookies record a user’s visit to a website, interests,
the individual pages visited and the links followed. If the cookie is set by a third party which also observers
traffic on other websites, then this type of cookies may also be used to monitor and track a user’s activities
across different website and to create profiles of their general online behavior. Data gathered by tracking cookies or
promoting cookies is generally used to serve users with focused online promoting and also used to help measure the viability of an adverting campaign. Quite often these cookies will be linked to site functionality provided by the other organization.

How to disable cookies?

You can restrict or block web browser cookies by configuring your browser or device settings. You can be notified when cookies are sent to your browser or you can refuse cookies completely. You can also delete existing cookies. The ‘Help’ function of your browser will guide you over this. However, if you disable cookies, you may find this affects your access to certain parts of our website. You can visit www.aboutcookies.org which provide more information about cookies and gives guidance on how to adjust browser settings for accepting, deleting or rejecting cookies. For further information about cookies, visit the Interactive Advertising Bureau (www.iab.net), an industry body that develops standards and guidelines to support online business processes. It has a series of web pages that explain how cookies work and how can they be managed.

Our Commitment

We are committed to protecting your right to privacy and respecting your rights. If you think we ever fall short of this
then please do get in touch on the email typed as hello@collude.cloud. We will be happy to deal with your enquiries.

MARKETING CONSENT

Collude is committed to protecting and respecting your privacy, and we’ll only use your personal information to administer
your account and to provide the products and services you requested from us. From time to time we would like to contact
you about our products and services as well as other content that may be of interest to you.