Terms and Conditions

1. Interpretation

The definitions and rules of interpretation in this clause apply to the Agreement:

1.1 Authorised Users: those employees and independent contractors of the Customer who are entitled to use FLOW 2 under this Agreement.

1.2 Bright Sites Account Team: the individuals appointed by Bright Sites from time to time who shall serve as the Customer’s primary contacts for the Customer’s activities under this agreement. The initial members of Bright Sites Account Team are listed in the Order Form.

1.3 Bright Sites’ Project Manager: the member of Bright Sites’ Account Team as set out in the Order Form and any replacement notified by Bright Sites from time to time in writing.

1.4 Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.

1.5 Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 14.5 or clause 14.6.

1.6 Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

1.7 Customer Account Team: the individuals appointed by the Customer from time to time who shall serve as its primary contacts and who have authority to make decisions on behalf of the Customer. The initial members of the Customer’s Account Team are listed in the Order Form.

1.8 Customer Content: the content, data and digital material inputted into FLOW 2 by the Customer, by Authorised Users, or by Bright Sites on the Customer’s behalf.

1.9 Customer’s Project Manager: the member of the Customer Account Team appointed in accordance with the Agreement.

1.10 Data Protection Legislation: the UK Data Protection Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

1.11 Development Services: the software development services to be provided by Bright Sites to create Implementations in accordance with the terms set out in this Agreement, and more fully described in the Order Form.

1.12 Effective Date: the date of this Agreement, being the date set out on the Order Form.

1.13 Fees: the monthly fees payable to Bright Sites, as described in the Order Form.

1.14 Group: in relation to any party to this agreement, any holding company of that party and the subsidiaries of that party and any such holding company from time to time (as such terms are defined in the Companies Act 2006).

1.15 Implementations: means any additional features or technical modifications agreed to be developed by Bright Sites to FLOW 2 as part of the Development Services.

1.16 Maintenance and Support: the bug and technical defect corrections that Bright Sites may provide or perform with respect to FLOW 2, as well as any other support or training services provided to the Customer under this agreement, all as described in the Order Form.

1.17 Normal Business Hours: 9:00 am to 5:30 pm local UK time, each Business Day.

1.18 Service Level Arrangements: the service level arrangements set out in Schedule 5.

1.19 Technical Specification: the functionality and performance specifications for Platform, as set out in Schedule 2.

1.20 Usage Limits: means 100TB bandwidth, 2 billion requests, and 1 billion image optimisations (image requests).

1.21 UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations (2003 (SI 2003/2426) as amended.

1.22 UK GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018.

1.23 Version: means each new version of FLOW 2 which constitutes additional functionality enhancements, as designated by Bright Sites, so long as any such functionality enhancement does not adversely affect the functionality of the Services.

1.24 Virus: any software, code, file or programme which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.25 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

2. Duration and Licence Period

2.1 This Agreement shall come into effect on the Effective Date and shall remain in force until termination of the Licence Period (“Term”).

2.2 The initial Licence Period is set out in the Order Form, and shall automatically renew for additional fixed 12 month periods unless either party gives not less than six months’ notice in writing to terminate the Licence Period, where the notice expires at the end of the then current Licence Period. To be effective notice, the notice must expire at the end of the then current Licence Period.

3. Development Services

3.1 During the Term of this Agreement, the Customer shall pay for and Bright Sites shall provide the Development Services.

3.2 Bright Sites shall provide the Development Services using the agreed resource level set out in the Order Form.

3.3 Bright Sites warrants that the Development Services will be performed in accordance with good industry practice, and with reasonable care and skill.

3.4 For any feature to be developed as part of the Development Services that the parties identify in writing as being critical to the Customer’s ability to generate revenue through its website (each a “Key Monetisation Feature”), the parties shall agree in writing: (a) the scope and key functional specifications; (b) the acceptance testing criteria; and (c) any other relevant term relating to the delivery of the Key Monetisation Feature, and prior to commencement of any Development Services relating to such Key Monetisation Feature.

3.5 Each Key Monetisation Feature shall be subject to acceptance testing against the criteria agreed under clause 3.4(b) prior to release onto the production server.

3.6 Where an acceptance test demonstrates that a Key Monetisation Feature fails to materially meet part of the functional specifications agreed under clause 3.4(a) and this is solely due to a technical default by Bright Sites, and this default prevents the Key Monetisation Feature from performing its primary intended function, the test shall be repeated up to two additional times. Any additional testing shall be charged at Bright Sites’ then-current professional service rates unless otherwise agreed in writing.

3.7 If, following a third failed acceptance test for the Key Monetisation Feature, that Key Monetisation Feature still fails to materially meet the agreed functional specifications and this is due to a technical default as described in clause 3.6 and cannot be released to the production server, then the Customer’s sole and exclusive remedy shall be to terminate this Agreement by giving six (6) months’ written notice to Bright Sites, provided such notice is served within thirty (30) days of the third failed acceptance test.

4. Licence to Access and Use FLOW 2 / FLOW+

4.1 In accordance with the terms and conditions of this Agreement:

(a) Bright Sites grants the Customer for the Licence Period, and the Customer agrees to pay for, a licence to remotely access and use a single hosted instance of FLOW 2, for the purpose of the Customer publishing the Titles online. The licence granted to the Customer is on a non-exclusive and non-transferable basis, and all rights not expressly granted are hereby reserved in full by the Bright Sites.

(b) In the event that the Customer purchases FLOW+ (as set out in the Order Form), then the terms of this Schedule 1 are extended to apply to the Customer’s use of FLOW+, in addition to the terms at Schedule 7.

4.2 The Customer shall not:

(a) store, distribute or transmit any Virus, or any material through FLOW 2 that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; discrimination based on race, gender, colour, religious belief, sexual orientation, or disability;

(b) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of FLOW 2 except to the extent expressly set out in this Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;

(c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of FLOW 2, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;

(d) access all or any part of FLOW 2 in order to build a product or service which competes with FLOW 2;

(e) use FLOW 2 to provide services to third parties;

(f) subject to clause 21.1, transfer, temporarily or permanently, any of its rights under this Agreement; or

(g) attempt to obtain, or assist third parties in obtaining, access to FLOW 2.

4.3 For the duration of the Licence Period, the Customer shall provide Bright Sites’ Account Representative and developer team with access to its Google Search Console and Google Analytics account on a read only user basis.

5. Rights to Access and Use FLOW 2

5.1 In relation to Authorised Users:

(a) the Customer’s access to FLOW 2 shall be limited to Authorised Users who are employees or independent contractors of the Customer Group;

(b) the Customer shall ensure that each Authorised User keeps a secure password for his/her use of FLOW 2, that each Authorised User keeps his/her password confidential.

5.2 The Customer shall not share the login credentials of the Authorised Users with any third party, and shall notify Bright Sites promptly on becoming aware of any such unauthorised access or use.

6. Hosting of FLOW 2

6.1 The Licence Fee is inclusive of hosting charges, save that the Customer’s use of FLOW 2 is subject to the Usage Limits set out in the Order Form and any usage in addition of the Usage Limits shall incur additional hosting charges calculated at 120% of the fees incurred by Bright Sites with the hosting provider.

6.2 Bright Sites warrants that:

(a) the hosting of FLOW 2 in servers located in the UK unless otherwise agreed in writing by the parties in the Order Form or data processing addendum; and

(b) the servers are set up to incorporate good industry practice in relation to IT security, and that the hosting provider is accredited for ISO 27001.

6.3 Bright Sites shall follow its standard archiving procedures being: daily backups retained for 30 days and monthly backups on the 1st of each month retained for 6 months. In the event of any loss or damage to Customer Content, Bright Sites shall use reasonable commercial endeavours to restore the lost or damaged Customer Content from the latest back-up of such Customer Content maintained by Bright Sites in accordance with the above outlined archiving procedures.

7. Maintenance and Support

7.1 Bright Sites shall provide Maintenance and Support Services of FLOW 2 during the Term.

7.2 The Service Level Arrangements shall apply with effect from approved ‘go-live’ of FLOW 2.

7.3 Bright Sites shall use reasonable endeavours to ensure that FLOW 2 maintenance updates shall be performed at 5:00 a.m. UK time. Bright Sites shall give the Customer reasonable prior written notice if any such release fails to occur at that time.

8. Customer Content & Data Processing

8.1 The Customer shall own or have the necessary usage licences to use and publish the Customer Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Customer Content.

8.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8.2 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

8.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Bright Sites is the processor. Schedule 5 sets out the scope, nature and purpose of processing by Bright Sites, the duration of the processing and the types of personal data and categories of data subject.

8.4 Without prejudice to the generality of clause 8.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Bright Sites for the duration and purposes of this agreement.

8.5 The Customer will ensure that it has at all times available on their website a privacy policy and cookie notice that is compliant with the use of cookies, tracking tools and other similar tools and technologies.

8.6 Data Processing Obligations

8.6 Without prejudice to the generality of clause 8.2, Bright Sites shall, in relation to any personal data processed in connection with the performance by Bright Sites of its obligations under this agreement:

(a) process that personal data only on the documented written instructions of the Customer which are set out in Schedule 5 unless Bright Sites is required by Applicable Laws to process personal data. Where Bright Sites is relying on Applicable Laws as the basis for processing personal data, Bright Sites shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Bright Sites from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures 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);

(c) not transfer any personal data outside of the European Economic Area or the United Kingdom unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: (i) the Customer or Bright Sites has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) Bright Sites complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (iv) Bright Sites complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(d) assist the Customer, at the Customer’s cost, 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;

(e) notify the Customer without undue delay on becoming aware of a personal data breach;

(f) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 8 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of Bright Sites, an instruction infringes the Data Protection Legislation.

8.7 The Customer consents to Bright Sites appointing Amazon Web Services Inc (and its affiliates) as a third-party processor of personal data under this agreement in order to host FLOW 2. Any other appointment of a third-party processor shall require the prior written consent of the Customer. Where any such consent is received, Bright Sites confirms that it has entered or (as the case may be) will enter with any third-party processor into a written agreement substantially on the same terms as set out in this agreement and which Bright Sites confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Bright Sites, Bright Sites shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 8.

8.8 Either party may, at any time on not less than 30 days’ notice, revise this clause 8 by 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).

9. Bright Sites’ Warranties

9.1 Bright Sites warrants that:

(a) FLOW 2 shall materially function in accordance with the Technical Specification, but notwithstanding the foregoing, Bright Sites does not warrant that the Customer’s use of FLOW 2 will be uninterrupted or error-free;

(b) FLOW 2 does not infringe any third party intellectual property rights; and

(c) It is entitled to enter into this Agreement and grant the licence to use FLOW 2 to the Customer.

9.2 This Agreement shall not prevent Bright Sites from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are similar to those provided under this agreement.

10. Customer’s Obligations

10.1 The Customer shall:

(a) provide Bright Sites with: (i) all necessary co-operation in relation to this agreement (including providing feedback, instructions and approvals, and ensuring the API is ready); and (ii) all necessary access to such information as may be required by Bright Sites; in order to render the Services, including but not limited to Customer Content, security access information and software interfaces to the Customer’s other business applications as set out in the Technical Specifications;

(b) provide such personnel assistance, including the Customer Account Team and other Customer personnel, as may be reasonably requested by Bright Sites from time to time. The Customer shall use reasonable endeavours to ensure continuity of its personnel assigned to this Agreement;

(c) appoint the Customer’s Project Manager, who shall have the authority to contractually bind the Customer on all matters relating to this agreement. The Customer shall use reasonable endeavours to ensure continuity of the Customer’s Project Manager;

(d) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement; and

(e) carry out all other Customer responsibilities set out in this agreement or in any of the Schedules in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Bright Sites may adjust any timetable or delivery Schedule set out in this agreement as reasonably necessary.

10.2 If Bright Sites considers that the Customer is not, or may not, be complying with any of the Customer’s obligations under this agreement, it shall only be entitled to rely on this as relieving Bright Sites’ performance under the agreement if Bright Sites, promptly after the actual or potential non-compliance has come to its attention, has notified details of it to the Customer in writing.

11. Charges and Payment

11.1 The Customer shall pay the Monthly Fees set out in the Order Form during the Term of this Agreement.

11.2 The Fees shall include all travel expenses that may be incurred by Bright Sites in providing the Services provided that Bright Sites shall be able to claim for travel expenses for any travel that is required outside of London subject to: (i) the travel being in accordance with the Customer’s travel and expenses policy; and (ii) Bright Sites receiving the prior written approval of the Customer before incurring any such costs.

11.3 All amounts and fees stated or referred to in this Agreement are exclusive of value added tax, which shall be added to Bright Sites’ invoice(s) at the appropriate rate.

11.4 Bright Sites shall invoice the Customer monthly in advance for the Fees and which shall be paid by Customer within 30 days of the invoice date unless stated in the Order Form to be payable on signature. Each valid and undisputed invoice is due and payable at the end of the month following the month in which the invoice is issued.

11.5 If Bright Sites has not received payment within thirty days after the due date, and without prejudice to any other rights and remedies of Bright Sites:

(a) Bright Sites shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;

(b) Bright Sites may suspend access to or the hosting of FLOW 2, which the Customer acknowledges shall restrict the accessibility of the Titles online; and

(c) interest shall accrue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) commencing on the due date and continuing until fully paid, whether before or after judgment.

11.6 If the Customer disputes any invoice or any part of an invoice, the Customer shall promptly notify Bright Sites in writing. The parties shall negotiate in good faith to attempt to resolve the dispute within five (5) Business Days from the date that Customer has notified Bright Sites of the disputed invoice. Where only part of an invoice is disputed, the undisputed amount shall be paid in accordance with the terms of Clause 11.4.

11.7 The Customer may not set off sums due from Bright Sites to the Customer under this agreement against sums due from the Customer without Bright Sites’ prior written approval.

12. Change Control

12.1 The Customer’s Project Manager and Bright Sites’ Project Manager shall meet at least once every quarter (or at such other interval as agreed between the parties) to discuss matters relating to this Agreement. If either party wishes to change the scope of the Services (including Customer requests for functionality on FLOW 2), it shall submit details of the requested change to the other in writing.

12.2 If either party requests a change to the scope or execution of the Services, Bright Sites shall, within a reasonable time, provide a written estimate to the Customer of: (a) the likely time required to implement the change; (b) any variations to the Fees arising from the change; and (c) any other impact of the change on the terms of this agreement.

12.3 If Bright Sites requests a change to the scope of the Services, the Customer has no obligation to agree such change unless and until the parties have agreed in writing the necessary variations to the charges and any other relevant terms of this agreement to take account of the change. The Customer shall not unreasonably withhold or delay its agreement where the change is necessary due to technical requirements of any operating system or software which FLOW 2 operates in conjunction with (subject to the conditions outlined in clause 12.5).

12.4 If the Customer wishes Bright Sites to proceed with the change, Bright Sites has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges and any other relevant terms of this agreement to take account of the change.

12.5 Any changes identified by Bright Sites to improve operational efficiency of FLOW 2 or FLOW+ may be implemented by Bright Sites on reasonable written notice (which includes email).

13. Proprietary Rights

13.1 The Customer acknowledges and agrees that Bright Sites and/or its licensors own all intellectual property rights in FLOW 2 and FLOW+, the Implementations and the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of Platform, the Implementations and the Services or any related documentation.

13.2 Bright Sites confirms that it has all the rights in relation to FLOW 2 that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

13.3 The Customer owns and continues to own: (a) its pre-existing intellectual property rights; and (b) any intellectual property rights separately created by the Customer, and in the event that materials and any such intellectual property rights described in this Clause 13.3 must be used or accessed by Bright Sites to enable it to perform the Services in accordance with this agreement, the Customer hereby grants Bright Sites a non-exclusive royalty-free licence for the duration of this agreement to use such intellectual property rights and such materials for this sole purpose.

14. Confidentiality

14.1 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 include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party; or

(b) was in the other party’s lawful possession before the disclosure; or

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

14.2 Subject to clause 14.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, 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.

14.3 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.

14.4 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 14.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

14.5 The Customer acknowledges that FLOW 2, the results of any performance tests of FLOW 2 and the Services constitute Bright Sites’ Confidential Information.

14.6 Bright Sites acknowledges that the Customer Content is the Confidential Information of the Customer.

14.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

14.8 The above provisions of this clause 14 shall survive termination of this agreement, however arising.

15. Indemnity

15.1 Subject to clause 15.2, the Customer shall defend, indemnify and hold harmless Bright Sites against third party claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of FLOW 2, provided that: (a) the Customer is given prompt notice of any such claim; (b) Bright Sites provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and (c) the Customer is given sole authority to defend or settle the claim.

15.2 Bright Sites shall defend, indemnify and hold harmless the Customer, its officers, directors and employees against any amount awarded against the Customer by a court of competent jurisdiction (including without limitation court costs and reasonable legal fees) that FLOW 2 infringes any third party copyright provided that: (a) Bright Sites is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Bright Sites in the defence and settlement of such claim, at Bright Sites’ expense; and (c) Bright Sites is given sole authority to defend or settle the claim.

The indemnity under this 15.2 shall not apply to any features requested by the Customer as an Implementation or to content uploaded by the Customer or its third parties for publishing via FLOW 2.

15.3 In the defence or settlement of the claim, Bright Sites may obtain for the Customer the right to continue using FLOW 2, or immediately replace or modify FLOW 2 so that it becomes non-infringing. Bright Sites shall have no liability to the extent the alleged infringement is based on:

(a) a modification of FLOW 2 by anyone other than Bright Sites or one of its freelancers; or

(b) the Customer’s use of FLOW 2 not in accordance with the agreement; or

(c) the Customer’s use of FLOW 2 after notice of the alleged or actual infringement from Bright Sites; or

(d) any content which is generated using artificial intelligence as part of Customer’s use of FLOW+.

15.4 The foregoing states the Customer’s sole and exclusive rights and remedies, and Bright Sites’ entire obligations and liability, for patent, copyright, database or right of confidentiality infringement. The foregoing also states Bright Sites’ sole and exclusive rights and remedies, and the Customer’s entire obligations and liability, for use of the Bright Sites’ Platform not in accordance with the agreement.

15.5 Bright Sites shall indemnify the Customer against any direct loss or damage suffered by Customer arising from the loss or damage to Customer’s Content which is caused by Bright Sites, and which is not recoverable from any data archive. The foregoing indemnity shall not apply where any loss or damage is caused by any third party’s malicious or intentional actions to delete, alter or otherwise damage the Customer Content. Further, Bright Sites’ indemnity shall be limited to £1 million GBP.

16. Limitation of Liability

16.1 This clause 16 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors): (a) arising under or in connection with this Agreement; (b) in respect of any use made by the Customer of the Services, FLOW 2, the Implementations or any part of them; and (c) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

16.2 Except as expressly and specifically provided in this agreement: (a) the Customer assumes sole responsibility for results obtained from the use of FLOW 2 and the Services by the Customer, and for conclusions drawn from such use. Bright Sites shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Bright Sites by the Customer in connection with the Services, or any actions taken by Bright Sites at the Customer’s direction; and (b) 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.

16.3 Nothing in this agreement excludes the liability of a party: (a) for death or personal injury caused by that party’s negligence; or (b) for fraud or fraudulent misrepresentation.

16.4 Subject to clause 16.3:

(a) a party shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any (i) loss of profits, (ii) loss of business, (iii) depletion of goodwill and/or similar losses or (iv) loss or corruption of data or information, or (v) pure economic loss, or (vi) for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

(b) each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 110% of the price paid or payable for the Services during the 12 months preceding the date on which the claim arose, save that the foregoing shall not limit or exclude the Customer’s liability to pay the charges under the agreement.

16.5 Where Bright Sites uses freelance workers as part of its personnel providing the Services, then Bright Sites shall be liable for the acts or omissions of the freelance worker as if they were acts or omissions of Bright Sites’ employees in accordance with the liability and limits and exclusions of liability set out in this Agreement.

16.6 Nothing in this clause 16 shall prevent or limit Bright Sites from seeking damages or claiming the full value of any outstanding or remaining fees under this Agreement, including those not yet invoiced, in the event of a breach by the Customer, even if the Agreement has been terminated early.

17. Term and Termination

17.1 This Agreement shall commence on the Effective Date and shall continue for the Licence Period, unless otherwise terminated as provided in this clause 17.

17.2 Termination Rights

17.2 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:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any term of this agreement and fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;

(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 30 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 17.2(c) to clause 17.2(i) (inclusive); or

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

17.3 Consequences of Termination

17.3 On termination of this agreement for any reason:

(a) both Parties shall fully comply with their obligations under the Exit Management Plan in Schedule 6 in order to facilitate the handover of the Services to the Customer or any third party as instructed by the Customer and provided that the Customer has paid Bright Sites the costs associated with such Exit Management Plan;

(b) Except as otherwise provided in this agreement, and in particular Schedule 6 (Exit Planning), all licences granted under this agreement shall immediately terminate;

(c) Except as otherwise provided in this agreement, and in particular Schedule 6 (Exit Planning), each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party;

(d) Except as otherwise provided in this agreement, and in particular Schedule 6 (Exit Planning), Bright Sites may destroy or otherwise dispose of any of the Customer Content in its possession unless Bright Sites receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Content. Bright Sites shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer 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 Customer shall pay all reasonable expenses incurred by Bright Sites in returning Customer Content; and

(e) 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. TUPE on Exit

The parties do not anticipate TUPE (as defined in Schedule 6) to apply on the expiry or termination of this agreement.

19. Force Majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes involving third parties, failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, fire, flood, storm. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days’ written notice to the other party.

20–30. General Provisions

20. Waiver

A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

21. Rights and Remedies

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.

22. Severance

22.1 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.

22.2 If any provision or part-provision of this agreement is deemed deleted, the 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.

23. Entire Agreement

23.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.2 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.

23.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

23.4 Nothing in this clause shall limit or exclude any liability for fraud.

24. Assignment

Neither party shall, without the prior written consent of the other (which shall not be unreasonably withheld or delayed), assign, transfer, charge, sub-contract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under this agreement (provided that the Customer may, on written notice to Bright Sites assign transfer, or subcontract any of its rights under this agreement to any affiliate or in connection with any merger, acquisition or sale of all or some of the assets of the Customer).

25. No Partnership or Agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

26. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

27. Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

28. Notices

28.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by email, hand or sent by pre-paid first-class post or recorded delivery post to the other party at its email address or address set out in this agreement, or such other email address or address as may have been notified by that party for such purposes.

28.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice delivered by email shall be deemed to have been delivered 24 hours after sending (unless a failure to send notification is received).

29. Governing Law

This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

30. Jurisdiction

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 2: FLOW 2 Functionality and Services

The following features are accessible on FLOW 2:

Schedule 3: Maintenance and Support

1. Maintenance Events

1.1 Routine planned maintenance of FLOW 2 or other aspects of the hosting provided by the Hosting Provider that may require interruption of the hosting or availability of FLOW 2 (Maintenance Events) shall, except for any emergency maintenance, be performed during the daily window of 10.00pm to 2.00am UK time. Bright Sites may interrupt the Services to perform emergency maintenance where necessary during Normal Business Hours or where required by the Hosting Provider. Bright Sites shall at all times endeavour to keep any service interruptions to a minimum.

1.2 If Bright Sites determines that providing appropriate service levels requires additional equipment and/or bandwidth, Bright Sites may only install that equipment and/or bandwidth with the prior approval from the Customer.

2. Maintenance

2.1 Maintenance includes all regularly scheduled error corrections, software updates and those upgrades limited to improvements to features described in FLOW 2 Specification. Support for additional features developed by Bright Sites, as requested by the Customer, may be purchased separately at Bright Sites’ then current rates.

2.2 Bright Sites shall maintain and update FLOW 2 during the Term. Should the Customer determine that FLOW 2 includes a defect, the Customer may at any time file error reports. During maintenance periods, Bright Sites may, at its discretion, upgrade versions, install error corrections and apply patches to the hosted systems. Bright Sites shall use all reasonable endeavours to avoid unscheduled downtime for Software maintenance.

3. Technical Support Services

3.1 Bright Sites shall provide the Customer with technical support services. The Customer personnel named as Customer support representatives in the Order Form (CSRs) shall be authorised to contact Bright Sites for technical support services. Bright Sites shall provide technical support services only to that specified set of CSRs. Bright Sites shall provide Bright Sites support engineers (SSEs) named in the Order Form who are assigned to the Customer account. The SSEs shall handle support calls from the Customer’s CSRs and shall maintain continuity of knowledge of the Customer account history. Bright Sites shall use reasonable endeavours to provide continuity of SSEs.

3.2 Bright Sites shall issue customer identification numbers (CINs) to the CSRs, which will allow those CSRs to access Bright Sites technical support. Bright Sites technical support shall accept web form-based incident submittal from CSRs with valid CINs 24 hours a day, seven days a week. Bright Sites technical support call centre shall accept calls for English language telephone support during Normal Business Hours within Business Days. Bright Sites shall use reasonable endeavours to process support requests, issue trouble ticket tracking numbers if necessary, determine the source of the problem and respond to the Customer.

3.3 Support Priority Levels:

The start of the Target Resolution Time is based upon when Bright Sites is in possession of all sufficient information to correct the defect.

3.4 Service Tiers:

3.5 If no progress has been made on a Priority 1 or Priority 2 incident within the Target Resolution Time, the incident shall be escalated to the Manager of Bright Sites Technical Services. If the incident is not resolved, then after each successive increment of the Target Resolution Time, the incident shall be escalated to the Director of Bright Sites Technical Services, followed by Managing Director of Bright Sites.

3.6 Bright Sites shall provide monitoring of its Hosting 24 hours a day seven days a week. Bright Sites shall directly notify the CSRs of Maintenance Events that may affect the availability of the Hosting Services.

3.7 The Customer shall not provide front-line support to Authorised Users who are not the designated CSRs. However, the Customer’s designated CSRs may contact Bright Sites technical support in order to report problems from Authorised Users that the Customer’s designated CSRs cannot resolve themselves after they have performed a reasonable level of diagnosis.

3.8 The Customer shall also provide support for data integration tools and processes developed or maintained by the Customer in order to connect FLOW 2 to the Customer’s other software and databases.

3.9 Before Bright Sites or the Customer makes changes to integration interfaces between FLOW 2 and the Customer’s internal data stores or systems, Bright Sites or the Customer shall provide notice to the other in order to ensure the continued operation of any integration interfaces affected by such changes. At least 60 days’ advance notice shall be provided. Up to 15 days of integration testing availability shall also be provided.

3.10 Bright Sites shall use its best commercial endeavours to achieve the target resolution time in 95% of all incidents raised, but gives no guarantee that the issue can be resolved within this period.

3.11 Major Incident management. In the event of a major incident, a major incident report will be produced within 1 business day capturing concise and in depth detail of the root cause, impact, and resolution.

4. Service Credits and Termination for Recurring Priority 1 Issues

4.1 If the same Priority 1 issue (as determined by Bright Sites acting reasonably) causes a failure to meet the Target Resolution Time in two consecutive calendar months, the Customer shall be entitled to a service credit equal to 10% of the monthly Fees for each of those two months. If the same Priority 2 issue causes a failure to meet the Target Resolution Time in two consecutive calendar months, the Customer shall be entitled to a service credit equal to 5% of the monthly Fees for each of those two months.

4.2 If the same Priority 1 issue causes a failure to meet the Target Resolution Time in three consecutive calendar months: (a) the Customer shall be entitled to the service credit set out in clause 4.1 for each of those three months; and (b) the Customer may terminate this Agreement by giving not less than six months’ written notice to Bright Sites, provided that such notice is given within 30 days of the end of the third consecutive month in which the Target Resolution Time was not met.

4.3 Any service credits due under this clause 4: (a) shall be applied as a credit against the next invoice issued by Bright Sites; (b) must be claimed by the Customer in writing within 10 days of the end of the relevant month; (c) are the Customer’s sole and exclusive remedy for the specific Priority 1 and/or P2 issue that triggered the service credit; and (d) shall not exceed, in aggregate with all other service credits in any calendar year, 25% of the total annual Fees payable by the Customer.

4.4 For the purposes of this clause 4, the “same Priority 1 issue” or “same Priority 2 issue” means an incident that: (a) has the same root cause as determined by the major incident report produced under clause 3.11; (b) has the same impact on the Services; (c) is not caused by different or unrelated circumstances; and (d) is not caused by the Customer, any third party, or any circumstances outside of Bright Sites’ reasonable control.

4.5 The Customer shall not be entitled to any service credits or termination rights under this clause 4 if: (a) any Fees are overdue at the time the service credit claim is made; (b) the Customer is in material breach of any term of this Agreement; (c) the Priority 1 issue occurs during a period of planned maintenance or emergency maintenance; (d) the Customer has not implemented any reasonable recommendations previously made by Bright Sites to prevent or mitigate such issues; or (e) the Customer has not provided all reasonable assistance requested by Bright Sites in its attempts to resolve the issue.

4.6 Before exercising any termination right under clause 4.2(b), the Customer shall meet with Bright Sites’ senior management to discuss potential remediation plans. If Bright Sites provides a reasonable remediation plan to prevent future occurrences of the same Priority 1 or Priority 2 issue, the Customer’s termination right shall be suspended for 60 days to allow implementation of such plan.

Schedule 4: Hosting Service Level Arrangements

1. Hosting Availability

Bright Sites’ hosting provider shall be contracted to provide at least a 99.99% uptime service availability level (Uptime Service Level).

Schedule 5: Processing, Personal Data and Data Subjects

1. Processing by Bright Sites

• Scope: Only in so far as required for the operation of and performance of the Services, including for the FLOW 2 insights product.
• Nature: Incidental processing as may be required for the performance of the Services and the provision of FLOW 2.
• Purpose of processing: Only in so far as required for the performance of the Services.
• Duration of the processing: Only for as long as is necessary for the performance of the Services.

2. Types of Personal Data

Personal data that may be included as part of the content on the Customer’s websites, such as:

• Employee personal data (e.g. name / job title / contact details)
• Customer personal data where they use FLOW 2 (e.g. name / location / email / technical tracking and identifier information such as: cookies, device IDs, IP address of the devices, browser type, navigation around the site, links followed, time spent on pages or viewing content, types of content viewed and shared)
• Third Party personal data where e.g. websites contain local directories (e.g. name / contact details)
• Personal data of third parties forming part of stories on the Customer’s websites (e.g. photographs / names)

3. Categories of Data Subject

Employees, customers, third parties.

4. Types of Cookies

If from time to time, Bright Sites uses any further cookies that will process customer personal data, Bright Sites shall inform the Customer in writing.

Schedule 6: Exit Planning

1. Definitions

• “Exit Event” means the expiry or termination of this agreement.
• “Exit Management Plan” means the plan for the provision of the Termination Assistance in the event of the expiry or termination of this agreement for any reason, which is to be developed by the parties pursuant to this Schedule.
• “Exit Management Team” means the team composed of both Parties’ personnel allocated to facilitate and manage implementation of the Exit Management Plan.
• “Successor Supplier” means any supplier appointed by the Customer to provide all or any part of the Services following the expiry or termination of this agreement.
• “Termination Assistance” means the assistance to be provided by Bright Sites to assist with the transition of part or all of the Services from Bright Sites to the Customer or a Successor Supplier in accordance with this Schedule.
• “Transfer Date” means any date on which Bright Sites ceases to provide Services (or any part thereof) under this agreement.
• “Termination Assistance Period” means any period during which Termination Assistance is required by the Customer in accordance with this Schedule.

2. Objectives of the Exit Management Plan

The Exit Management Plan shall:

2.1 ensure that, during the Termination Assistance Period, there is a smooth transition of provision of the Services and each element thereof from Bright Sites to the Customer and/or Successor Supplier without any material disruption in the supply of the Services or deterioration in the quality of delivery of the Services during the Termination Assistance Period;

2.2 ensure that the responsibilities of both parties to this Agreement are clearly defined in the event of exit and transfer; and

2.3 ensure that any relevant items related to or used in the provision of the Services are transferred from Bright Sites to the Customer and/or Successor Supplier subject to the remainder of this Schedule.

3. Scope of Exit Management Plan

The Exit Management Plan shall contain:

3.1 a list and estimated timetable of activities for Bright Sites and the Customer to undertake during the Termination Assistance Period in sufficient detail to ensure that each party can comply with the terms of this Schedule;

3.2 known details of any dependencies on the Customer for the successful implementation of the Exit Management Plan;

3.3 such other known details as the Customer and Bright Sites consider appropriate when agreeing the terms of the Exit Management Plan.

4. Notification of Requirements for Termination Assistance

4.1 The Customer shall have the right to require the provision of Termination Assistance by giving prior written notice to Bright Sites (“Termination Assistance Request”) prior to expiry of this Agreement or on service of a notice of termination. The Termination Assistance Request shall specify the date (the “Activation Date”) from which Termination Assistance is required.

4.2 The Customer shall have the option to extend the Termination Assistance Period beyond the period specified in the Termination Assistance Request by giving at least 20 Business Days prior written notice to Bright Sites provided that such extension shall not extend beyond 6 months after the date that Bright Sites ceases to provide the Services (“Extended Assistance Period”) at the Customer’s costs. The costs for any such Extended Assistance Period shall be agreed with the Customer in advance of any request for Termination Assistance.

4.3 The Customer shall have the right to terminate its requirement for Termination Assistance or Extended Assistance Period by giving Bright Sites not less than 10 Business Days prior written notice of such termination at any time during the Extended Assistance Period.

5. Exit Management Team

The Exit Management Team shall comprise of reasonably skilled staff who have the requisite authority to manage their party’s responsibilities in relation to the provision of Termination Assistance by Bright Sites.

6. Bright Sites Obligations

Bright Sites shall:

6.1 promptly produce an Exit Management Plan at the request of the Customer for approval by the Customer (not to be unreasonably withheld or delayed) and shall incorporate any reasonable comments or suggestions from the Customer into the Exit Management Plan;

6.2 use reasonable endeavours to ensure that a transition of responsibility for the Services to the Customer and/or the Successor Supplier(s), as the case may be, does not have a detrimental effect on the Services;

6.3 co-operate with the reasonable requests of the Customer and/or the Successor Supplier(s), as the case may be;

6.4 make available, throughout the Termination Assistance Period where possible, the Bright Sites Account Team as required to provide the Termination Assistance and to explain relevant procedures and operations (including management processes and other standards and procedures).

7. Costs

7.1 Bright Sites shall be entitled to charge the Customer for the provision of any Termination Assistance requested by the Customer pursuant to this Schedule at the following daily rate £1,300 provided the cost concerned shall first have been agreed in writing with the Customer.

7.2 Bright Sites shall, during the Termination Assistance Period, continue to provide the Services up until the Transfer Date. Bright Sites shall be entitled to charge the Customer for the provision of such Services at the rates applicable immediately prior to the Exit Event. Any Services provided after the date of termination or expiry of the Agreement shall be considered Termination Assistance services, and shall be provided pursuant to the terms of this Schedule and as agreed by the parties save that Bright Sites may continue to charge the Customer the monthly hosting and support and maintenance fees (on a pro rata basis where applicable).

8. Termination Assistance

8.1 Bright Sites shall reasonably (i) co-operate with and (ii) assist the Customer and/or the Successor Supplier(s) in ensuring the smooth handover and continued running of the Services during the Termination Assistance Period.

8.2 The parties shall implement and comply with the Exit Management Plan.

8.3 Bright Sites shall:

(i) Make available to the Customer and/or to the Successor Supplier(s) such Bright Sites Personnel and for such period as the Customer and/or the Successor Supplier(s) shall reasonably require;

(ii) Answer reasonable questions from the Customer or the Successor Supplier regarding the general nature of the Services; and

(iii) Respond to such reasonable questions in a timely manner as set out in the Exit Plan, or where the activity is not detailed then no longer than 10 Business Days from initial request for information and within the scope of the Bright Sites Personnel resources made available.

When providing Termination Assistance, which shall involve any Successor Supplier having access to any Bright Sites Confidential Information, the Customer shall arrange in advance for any Successor Supplier to enter into a confidentiality agreement with Bright Sites in a form and terms acceptable to Bright Sites.

Schedule 7: Additional Terms for FLOW+

Where the Customer has purchased FLOW+ via the Order Form, the following terms shall apply in relation to the use and delivery of FLOW+. In the event of any inconsistency or conflict between the terms set out in Schedule 1 and the terms of this Schedule 7, then the Schedule 7 term shall supersede and apply, but only in respect of the use and availability of FLOW+:

1. Bright Sites shall provide a set of AI products for use by the Customer as set out below and which form FLOW+, and the features of which the Customer acknowledges that Bright Sites may alter from time to time.

2. In consideration of payment of the monthly FLOW+ Fees set out in the Order Form, the Customer is licensed the FLOW+ products for use as additional features within FLOW 2 and for the Term.

3. The Customer is solely responsible for the decision to use and publish any content using FLOW+.

4. Content produced by FLOW+ is made available on an “as is” basis, and Bright Sites gives no warranty and makes no representation over: (a) the accuracy or quality of the content; (b) any non-infringement of third party IP relating to the content.

5. The availability of FLOW+, and any third party tools used by Bright Sites to support FLOW+ shall not form part of any service level measurement.

6. Bright Sites retains all intellectual property rights and ownership rights in the FLOW+ tools.

7. Bright Sites may offer additional features from time to time for FLOW 2, the scope and cost of which shall be agreed in writing by the parties.