This is a contract entered into by Grip Media Limited trading as StudentMap.co.uk (“the Provider”) and you (“the Client”). Registered in England No. 07406526.

The Provider’s place of business is: Minshull House, Chorlton Street, Manchester, M1 3FY, United Kingdom

1. The Provider – Account and Website

To create a business listing on www.studentmap.co.uk (“the Website”),
the Client has the option to submit content for the Client’s own listing
or provide the Provider with the relevant information to construct a listing
on the Client’s behalf. It is the Client’s responsibility to provide
accurate information for the purpose of the listing. The Client must not represent,
describe or assign keywords to their listing in a misleading or unlawful manner.
This includes any intention to trade on the name or reputation of others. The
Provider reserves the right to make any changes or remove any content that it
considers inappropriate or unlawful, or otherwise likely to cause the Provider
liability. The Client must immediately notify the Provider of any unauthorised
uses of the Client’s listing or any other breaches of security that come
to the Client’s attention. The Provider will not be liable for any acts
or omissions by the Client, including any damages of any kind incurred as a
result of such acts or omissions. Unless a ‘Professional’ listing
package has been paid for or otherwise formally agreed in writing, the Client
permits the display of third party reviews and content on their Listing page.

2. Content submitted by the Client

By submitting content to the Provider for inclusion on the Website (“the
Content”), the Client grants the Provider a world-wide, royalty-free and
non-exclusive license to reproduce, modify, adapt and publish the Content solely
for the purpose of displaying, distributing and promoting the Website and the
Client’s listing. If the Client requests that the Content be removed from
the Website, the Provider will use reasonable efforts to remove it from the
Website. However the Client acknowledges that caching or references to the Content
may not be made unavailable immediately. Without limiting any of those representations
or warranties, the Provider has the right (though not the obligation) to, in
the Provider’s sole discretion:

(i) to refuse or remove any content that, in the Provider’s reasonable
opinion, violates any of the Provider’s policies, is in any way deemed
harmful or objectionable, or

(ii) to terminate or deny access to and use of the Website to any individual
or entity for any reason, at the Provider’s sole discretion. The Provider
will have no obligation to provide a refund of any monetary amounts previously
paid.

3. Payment and Renewals – General Terms

The Client shall pay the Provider in full within 14 calendar days of the date
specified on any invoice regarding services rendered according to the most recent
Payment Schedule subject to any further price negotiations. Should the Client
fail to make full payment specified on the Client’s account or invoice
within this period the listing may be suspended. The period for publishing the
Client’s listing on the Website is for a period of 12 calendar months,
unless otherwise specified. Prior to the services rendered expiring, the Client
will be contacted by the Provider regarding renewal. If the Client chooses not
to renew their listing on the Website then the Provider reserves the right to
remove or suspend the listing. The Provider reserves the right to revise the
listed price of all rendered services outside at any time without notice outside
of any agreed contract. Trial or Free listings are subject to a 90 day trial
period, thereafter the Client will have the option to upgrade to a paid listing
or the listing will be removed.

4. Copyright Infringement and DMCA Policy

As the Provider asks others to respect its intellectual property rights, it
respects the intellectual property rights of others. If the Client believes
that material located on or referenced to by the Website violates the Client’s
copyright then the Client is encouraged to notify the Provider. The Provider
will respond to all such notices, including as required or appropriate by removing
the infringing material or disabling all links to the infringing material. The
Provider will terminate the Client’s or any visitor’s access to
and use of the Website if, under appropriate circumstances, the Client or visitor
is deemed to be a repeat infringer of the copyrights or other intellectual property
rights of the Provider or others. In the case of such termination, the Provider
will have no obligation to provide a refund of any amounts previously paid to
The Provider.

5. Intellectual Property

This agreement does not transfer from the Provider to the Client any of the
Provider’s or third party intellectual property, and all right, title
and interest in and to such property will remain (as between the parties) solely
with the Provider.

The Provider, the Provider’s logo, and all other trademarks, service marks,
graphics and logos used in connection with the Provider or the Website are trademarks
or registered trademarks of the Provider. Other trademarks, service marks, graphics
and logos used in connection with the Website may be the trademarks of other
third parties. The Client’s use of the Website grants the Client no right
or license to reproduce or otherwise use any of the Provider’s or third
party trademarks.

6. Changes

The Provider reserves the right, at its sole discretion, to modify or replace
any part of this Agreement. It is the Client’s responsibility to check
this Agreement periodically for changes. The Client’s continued use of
or access to the Website following the posting of any changes to this Agreement
constitutes acceptance of those changes. The Provider may also, in the future,
offer new services and/or features through the Website (including, the release
of new features, tools and resources). Such new features and/or services shall
be subject to the terms and conditions of this Agreement.

7. Termination

The Provider may terminate the Client’s access to all or any part of
the Website at any time, with or without cause, with or without notice, effective
immediately. If the Client wishes to terminate this Agreement or the Client’s
account with the Provider (if the Client has one), the Client should contact
the Provider and discontinue using the Website. If the Client materially breaches
this Agreement and fails to cure such breach within thirty (30) days from the
Provider’s notice to the Client thereof; provided that, the Provider can
terminate the Listing immediately as part of a general shut down of the Client’s
service. All provisions of this Agreement which by their nature should survive
termination shall survive termination, including, without limitation, ownership
provisions, warranty disclaimers, indemnity and limitations of liability.

8. Disclaimer of Warranties

The Website is provided “as is” by the Provider. The Provider and
its suppliers and licensors hereby disclaim all warranties of any kind, express
or implied, including, without limitation, the warranties of merchantability,
fitness for a particular purpose and non-infringement. Neither the Provider
nor its suppliers and licensors, make any warranty that the Website will be
error free or that access thereto will be continuous or uninterrupted. The Client
understands that they download from, or otherwise obtain content or services
through, the Website at their own discretion and risk.

9. Limitation of Liability

The laws of the United Kingdom apply to the Client’s use of the website
and these conditions. In no event will the Provider be liable with respect to
any subject matter of this Agreement under any contract, negligence, strict
liability or other legal or equitable theory for:

(i) any special, incidental or consequential damages;

(ii) the cost of procurement or substitute products or services;

(iii) for interruption of use or loss or corruption of data; or

(iv) for any amounts that exceed the fees paid by the Client to the Provider
under this Agreement during the twelve (12) month period prior to the cause
of action. The Provider shall have no liability for any failure or delay due
to matters beyond their reasonable control. The foregoing shall not apply to
the extent prohibited by applicable law.

If the Provider does not keep to these conditions of this Agreement, they will
only be liable for losses the Client has suffered as a direct result. The Provider
is not liable to the Client for any other loss whether they are because the
Provider has not kept to their obligations or contract, because of something
the Provider has not done, due to defamatory statements or liability for a product
or otherwise as a result of: using or relying on the Website; not being able
to use the Website; any mistake, fault, failure to do something, missing information,
or virus on the Website or if it does not work properly because of incidents
outside of the Provider’s control such as (but not limited to) interruptions
to communication and networks and circumstances beyond their control; theft,
destruction of information or someone getting access to their records, programs
or services without their permission; goods, products, services or information
received through or advertised on the Website or any links provided by the Website;
or any information, data, message or other material which the Client e-mails,
posts, uploads, reproduces, sends, or otherwise distributes or receive using
the Website. Under no circumstances will the Provider, the owner or operator
of the Website, or any of their group companies, employees or agents be liable
for any loss of: profits; business or business opportunities; savings the Client
expects to make; goodwill; use of corrupted information.

10. General Representation and Warranty

The Client represents and warrants that

(i) the Client’s use of the Website will be in strict accordance with
the Provider’s Privacy Policy, with this Agreement and with all applicable
laws and regulations (including without limitation any local laws or regulations
in the Client country, County, city, regarding online conduct and acceptable
content, and including all applicable laws regarding the transmission of technical
data exported from the United Kingdom or the country in which the Client resides)
and

(ii) the Client’s use of the Website will not infringe or misappropriate
the intellectual property rights of any third party.

11. Indemnification

The Client agrees to indemnify and hold harmless the Provider, its contractors,
and its licensors, and their respective directors, officers, employees and agents
from and against any and all claims and expenses, including legal fees, arising
out of the Client’s use of the Website, including but not limited to the
Client’s violation of this Agreement.

12. Miscellaneous

This Agreement constitutes the entire agreement between the Provider and the
Client concerning the subject matter hereof, and they may only be modified by
a written amendment signed by an authorised executive of the Provider, or by
the posting by the Provider of a revised version. Except to the extent applicable
law, if any, provides otherwise, this Agreement, any access to or use of the
Website will be governed by the laws of the United Kingdom.

Revised May 2011



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