Version Date: Augest 2023

Unfortunately, because we have such a large number and variety of customers, we are unable to make changes to our Terms of Service.

PLEASE READ THIS AGREEMENT CAREFULLY. BY SUBMITTING AN ORDER OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE YOU (1) HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT; (2) IF AN INDIVIDUAL, ARE 18 YEARS OR OLDER; AND (3) MEET THE OTHER QUALIFICATIONS SET OUT IN THIS AGREEMENT.

This Agreement is entered into as of the earlier of the date of the Confirmation or the date of your first access to or use of the Service or the Site (the “Effective Date”). This Agreement consists of the following terms and conditions and each Confirmation, each of which is incorporated in and made a part of this Agreement.

General Terms

Section A Part 1 Terms and Conditions applicable to all users

Embargo Responsibilities. Embargo shall: (i)provide the Service including access to the Embargo Portal (as that term is defined below in Section A Part 2) on and subject to the terms of this Agreement; (ii)maintain the security and integrity of the Service; and (iii)use commercially reasonable endeavours to make the Service available 24 hours a day, 7 days a week, except for:

(a) planned downtime (of which Embargo shall give at least one-week prior written notice and which Embargo shall schedule to the extent reasonably practicable during the weekend hours from 01:00 a.m. GMT Saturday to 7:00 a.m. GMT Monday and not to exceed one hour at a time); or

(b) any unavailability caused by circumstances beyond Embargo’s reasonable control that Embargo could not foresee at the time of this Agreement or reasonably overcome, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror or strikes (other than those involving Embargo employees), Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Embargo’s possession or reasonable control;

(v)ensure that any opt outs and other consumer choices are honoured with respect to the use of Data; and (vi)comply with all applicable laws in providing the Service, including without limitation all applicable data protection laws and regulations

Customer Responsibilities. 2.1 Customer shall: (i) use commercially reasonable endeavours to prevent unauthorised access to, or use of, the Service, and notify Embargo promptly of any such unauthorised access or use; and (ii) comply with all applicable laws in using the Service, including without limitation all applicable data protection laws and regulations. 2.2 Customer shall use the Service solely for its internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorised access to the Service or its related systems or networks, (vii) modify or make derivative works based upon the Service or the Content; or (viii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device.

Trial/Free Subscription. If You have ordered a trial subscription to the Services or a subscription to any free Service, as indicated in an Order (a “Trial/Free Subscription”), then the following additional terms shall apply during any such Trial/Free Subscription: (a) the Term will continue for the period of the Trial/Free Subscription indicated in the Order and will thereafter expire unless You place an Order for a non-trial subscription to the Service prior to the expiration thereof; (b) this Trial/Free Subscription may be terminated by Embargo, at any time, in Embargo's sole discretion, for any reason or no reason, upon notice to You; (c)Section 15 (Fees and Payment), Section 19(a) (Warranties and Disclaimer - By Embargo), and Section 21(a) (Indemnity - By Embargo) will not be applicable to You.

Access to the Service. On issue of the confirmation, You will be granted access to the Service using the email address and/or username and password applicable to Your Account (each such email address and/or and password, an “Account ID”). Each Account ID is personal in nature and may be used only by You or, if You are an organization, by designated employees within Your organization or contractors who are contractually required to comply with the terms of this Agreement (such individual, as applicable, the “User” of the Account). You are solely responsible for all use of the Service by each User and for compliance by each User with this Agreement. You will ensure the security and confidentiality of each Account ID and will notify Embargo immediately if any Account ID is lost, stolen or otherwise compromised. You acknowledge that You are solely responsible for all costs, fees, liabilities or damages incurred through use of each Account ID (whether lawful or unlawful) and that any Service ordered or transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. You will be solely responsible, at Your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for You and each User to connect to, access, and use the Services and the Sites.

Applicable Policies. In addition to the terms of this Agreement, Your access to and use of the Site and Service are subject to Embargo’s then-current policies relating to the Site and Service, including, without limitation, the Embargo Privacy Policies (the “Privacy Policies”) available on the Site.

Software. Software or code available on or for download through the Site or Service (“Software”), if any, is protected by IPR (as defined below). Unless otherwise expressly stated in a license or other agreement separate from this Agreement that You may have entered into (or may enter into) with Embargo relating to any Software (each such license or other agreement, a “Software License Agreement”), Embargo grants You a limited, non- exclusive right and license to access, download, install and execute the Software in accordance with the instructions provided on the Site and solely for Your own business purposes in connection with Your access to and use of the Service. Except as expressly set out in the foregoing sentence (or any applicable Software License Agreement), You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software or any IPR therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Software without the prior written permission of Embargo. Except as set out in this Agreement, any Software License Agreement will control in the event of a conflict between the terms of this Agreement and that Software License Agreement. For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

Add-ons with third party providers. Embargo may make available through the Service additional optional, non-essential features, functionality and services (“Add-ons“) offered by third-party partners (each, an “Add-on Partner”). Your use of Add-ons is subject to this Agreement and any other agreement separate from this Agreement that You may enter into (or may have entered into) relating to the Add-on directly with the applicable Add-on Partner (each, an “Add-on Service Agreement”). Except as set forth in this Agreement, the terms of any Add-on Service Agreement will control in the event of a conflict between the terms of this Agreement and such Add-on Service Agreement. Add-ons may be subject to additional Fees as set forth on the Site or Confirmation. You acknowledge Embargo is not a party to the Add-on Service Agreement between You and the Add-on Partner with respect to that Add-on, and the Add-on Partner of each Add-on is solely responsible for that Add-on, the content therein and any claims that You or any other party may have relating to that Add-on or Your use of that Add-on. By purchasing an Add-on, You give consent for Embargo to share Your Content and user information with the Add-on Partner as necessary in order to provide You with the Add-on. The license granted to You to use any Add-on is personal to You, and is not sublicensable or transferrable to Your end users. You will not provide or resell Add-ons to others. Notwithstanding the terms of any Add-on Service Agreement, Embargo may change, modify or discontinue any Add-on at any time and without notice to You, subject to any continuing rights You may have under the Add-on Service Agreement.

Restrictions. You acknowledge the Service, Sites, Software, and the databases, hardware and other technology used by or on behalf of Embargo to provide the Service and operate the Sites (the “Technology”) and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of Embargo. You will not, and will not permit any third party , as applicable to: (a) access or use the Service or the Sites, in whole or in part, except as expressly provided in this Agreement; (b) use the Site, Service or any Software to harvest or collect personal data or other contact information of third parties by any means for the purposes of sending unsolicited e-mails or other unsolicited communications; (c) use the Site, Service or any Software in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Service; (d) use automated scripts to collect information from or otherwise interact with the Site, Service or any Software; (e) use the Site, Service or any Software to intimidate or harass any other people or entities; (f) alter, modify, reproduce, create derivative works of the Service, Technology, or any Software; (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Site, Service, Technology or any Software; (h) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Sites, Service, Technology, or any Software; (i) interfere in any manner with the operation or hosting of the Sites, Service, Technology or any Software, or attempt to gain unauthorized access to the Sites, Service, Technology or any Software. You will not allow any access to or use of the Service by anyone other than Your authorized Users , and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.

Fees and Payment.

a) Fees. You agree to pay Embargo subscription fees in accordance with the pricing plan that you accept on sign up to the Embargo Portal (as amended by us at any time). You may change the pricing plan subsequently in accordance with the then current pricing plan. You also agree to pay the transaction or other fees set out or referred to in the Confirmation (the subscription fees, transaction fees and other fees together are the “Fees”). Unless Embargo and You expressly agree otherwise in writing, all Fees are payable in British Pounds. You will also be responsible for all use, sales, and other taxes imposed on the Service, other than taxes that are imposed on or measured by the net income, property tax or payroll taxes of Embargo. Embargo may change any portion of the Fees by posting the changes to the Sites or otherwise notifying You through the Service of the change, such changes to take effect at the beginning of the next Renewal Term.

b) Payment Terms. The relevant pricing plan or Confirmation will specify the payment terms for the Fees. If You have specified credit card, or direct withdrawal or ACH payment from a bank account, as an applicable payment mechanism under this Agreement, You grant Embargo the right to charge the credit card or debit the bank account provided to Embargo for all Fees incurred under this Agreement. Except as expressly set forth herein or agreed to in writing with Embargo, all Fees will be non- refundable once paid to Embargo, including upon any termination or suspension of this Agreement. Subject to Section 15(c) (Fee Disputes), if You are overdue on any payment of Fees and fail to pay within five business days of a written notice of overdue payment, Embargo may charge You a late fee equal to the lesser of 1% per month or the maximum amount permitted under applicable law. If Embargo requires use of collection agencies, attorneys, or courts of law for collection on Your account, You will be responsible for those expenses.

c) Fee Disputes. In the event You dispute any portion of the Fees paid or payable by You under this Agreement, You must provide written notice to Embargo within 60 days of the invoice and the parties will work together to resolve the applicable dispute promptly. If You do not provide written notice of Your fee dispute within such 60-day period, You will not be entitled to dispute any Fees paid or payable

Termination and Suspension.

a) Termination for cause Subject to Clause 3 (right to terminate Trial/Free Subscription at any time) this Agreement may be terminated by Embargo, at any time, in Embargo’s sole discretion, upon any breach by You of this Agreement that remains uncured 10 days tafter Embargo delivers written notice to You of such breach.

b) Termination for convenience Either party may terminate this Agreement at any time on the giving of 30 days written notice to the other party.

c) Suspension Without limiting Embargo’s right to terminate this Agreement, Embargo may also immediately and indefinitely suspend Your access to the Sites or Service, with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or upon any other conduct deemed inappropriate or detrimental to the Service by Embargo.

d) Effect of Termination Upon termination or expiration of this Agreement for any reason: (i) all rights and subscriptions granted to You under this Agreement will terminate; (ii) You will immediately cease all use of and access to the Sites and Service; (iii) all Fees then owed by You will become immediately due and payable; You will immediately either return to Embargo any physical devices or Confidential Information or, at Embargo’s discretion, destroy the Embargo Confidential Information in Your possession or control; and (v) Embargo shall delete any of Your Content held by Embargo in accordance with Embargo’s then-current data retention policy. The following sections of this Agreement will survive any expiration or termination of this Agreement: Section 1 (Definitions), Section 3(d) (Trial/Free Subscription), Section 5 (Applicable Policies), Section 7(Add- ons), Section 8 (Restrictions), Section 9 (Fees and Payment), this Section 10(c) (Termination and Suspension – Effect of Termination), Section 11 (Ownership of IPR), Section 18(d) (Content – Service Data), Section 12(e) (Content – Customer Feedback), Section 13(c) (Warranties and Disclaimer – Disclaimer), Section 15(b) (Indemnity – By You), Section 16 (Limitations on Liability), Section 17 (Data Privacy), Section 18 (Confidentiality), Section 19(Disputes), Section 21 (Governing Law) and Section 22(General).

Ownership of IPR.

By Embargo. Embargo retains all right, title and interest, including, without limitation, all IPR in and to the Sites, Service, Technology, Embargo Content (as defined below), any Software, and any additions, improvements, updates, and modifications thereto. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to You to use them apart from Your right to access the Service under this Agreement. The Embargo name, logo and the product and service names associated with the Services are trademarks of Embargo (or its third party providers), and no right or license is granted to You to use them.

By You. You retain all right, title and interest, including, without limitation, all IPR in and to Your products and services and Your Content (as defined below) and any additions, improvements, updates, and modifications thereto. Embargo acknowledges that it is not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to Embargo to use them, except as expressly set forth herein.

Content.

a) Embargo Content. Embargo provides You with access to certain data, information and other content through the Site and Service (“Embargo Content”). Subject to this Agreement, You may access the Embargo Content solely for Your own business purposes in connection with your use of the Service. Except as expressly provided in this Agreement, You will not, and will not permit any User to alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the Embargo Content. Certain of the Embargo Content could include or is based on data, information and content from independent third party providers (“Third Party Content”). Embargo uses commercially reasonable measures to ensure that the Third Party Content is reliable, but Embargo has no independent basis to verify or contradict the accuracy or completeness of the Third Party Content and will not be responsible for any erroneous Third Party Content provided through the Service.

b) Your Content. You will be solely responsible for, if any, all data, information and other content provided by, or collected or obtained from, You or any of Your Users through the Service, including, without limitation, all personal data relating to You or any of Your Users (“Your Content”). You hereby grant to Embargo all necessary rights and licenses in and to Your Content necessary for Embargo to provide, optimize and maintain the Service, to manage the Embargo Portal, system administration and security, comply with applicable Laws, and to investigate and prevent system abuse or fraud, unauthorized access to or use of the Service, breaches of this Agreement or applicable policies, including the Privacy Policies, and other wrongful behaviour. As between You and Embargo, You retain all of Your rights in and to Your Content and do not convey any proprietary interest therein to Embargo other than the licenses set forth herein. You will maintain an adequate back-up of all Your Content and Embargo will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content. Embargo may take remedial action if any of Your Content violates this Agreement, provided that Embargo is under no obligation to review any of Your Content for accuracy or potential liability.

c) Embargo App. You grant us the right to use any content, material or branding provided or made available by you or found by us, including but not limited to your trade marks, logos and other branding as we require in relation to the provision of the services and in order to promote and market your venue in the Embargo App or Service such right to survive termination. You warrant that our use of such material in accordance with this clause 11 c) shall not infringe the Intellectual Property Rights or other rights of any third party

d) Sensitive Data. Sensitive Data (as defined below) will not be provided by you to Embargo at any time and Embargo will have no liability whatsoever to You for Sensitive Data, whether in connection with a security incident or otherwise. For purposes of this Agreement, “Sensitive Data” means any other information that falls within the definition of “special categories of data” under GDPR (defined in Section 17 below), or any other applicable law relating to privacy and data protection. If Embargo is provided with Sensitive Data by Users it shall comply with GDPR in respect of the processing of such Sensitive Data.

e) Service Data. Notwithstanding anything in the Privacy Policies, Embargo will have the right to collect, extract, compile, synthesize and analyze aggregated, non- personally identifiable information or data (data or information that does not identify You or any other entity or natural person as the source thereof) resulting from Your access to the Site and Your use and operation of the Service to the extent Service Data is collected or generated by Embargo, such data will be solely owned by Embargo, constitutes “Embargo Content” hereunder and may be used by Embargo for any lawful business purpose without a duty of accounting to You , customers or recipients.

f) Customer Feedback. If You provides Embargo feedback or suggestions about the Service, Embargo may use that information without obligation to You, and You, on behalf of Yourself , hereby irrevocably assigns to Embargo all right, title, and interest in such feedback or suggestions.

Warranties and Disclaimer.

a) By Embargo. Embargo represents and warrants to You that it will use commercially reasonable efforts to ensure that the Service operates properly in accordance with this Agreement. Embargo’s sole obligation in the event of any failure by it to comply with this Clause 13(a) will be to choose either to re-perform the affected Service or refund to You the Fees You have actually paid for the affected Service during the month in which the failure occurred. In particular Embargo is not responsible for incorrect inputting of marketing offers by You or your employees or agents or any misconduct or other failure on the part of third parties (such as “Influencers” or “vloggers”) where they and You have concluded an appearance arrangement via the Embargo Portal. In such circumstances Embargo gives no warranty as to conduct, appearance or suitability of such individuals.

b) By You. You hereby represent, warrant, and covenant for the benefit of Embargo that: (i) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (ii) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Service; (iii) Your Content, and any other data, information or content You provides to Embargo in connection with this Agreement and Your ’s (as applicable) access to the Site and use of the Service, is correct and current and does not or will not violate this Agreement; (iv) You have all necessary right, title, interest and consent necessary to allow Embargo to use Your Content for the purposes for which You provides Your Content to Embargo, including, without limitation, the delivery of any and all emails and other communications; (viii) You will comply with any applicable international, federal, state or local treaties, laws, rules, regulations or ordinances (“Laws”) regarding Your use of or access to the Site or Service or regarding Your business, products or services:

DISCLAIMER. EXCEPT AS IS SET OUT IN SECTION 13(a) THE SITES AND SERVICE (AND ALL EMBARGO CONTENT PROVIDED THROUGH THE SITES AND SERVICES) ARE PROVIDED TO YOU STRICTLY “AS IS” AND “AS AVAILABLE” AND EMBARGO AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON- INFRINGEMENT. NEITHER EMBARGO NOR ITS LICENSORS WARRANT THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EMBARGO, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES OF EMBARGO EXPRESSLY SET OUT IN SECTION 13(a).

Indemnity. By You. You hereby indemnify, defend, and hold harmless Embargo and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (the “Embargo Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Embargo Indemnified Party arising from Your or the accessing or using the Site, Service, Software, Your Content, Embargo Content, any email or other communication generated or sent through the Service, or any breach of this Agreement. Embargo will provide You with notice of any such claim or allegation, and Embargo will have the right to participate in the defense of any such claim at its expense.

Limitations on Liability. NO SPECIAL DAMAGES. IN NO EVENT WILL EMBARGO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITE, SOFTWARE, TECHNOLOGY, SERVICE (OR ANY EMBARGO CONTENT PROVIDED THROUGH THE SITES OR SERVICE), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. CUMULATIVE LIABILITY. EMBARGO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL SERVICE PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE HIGHER OF FEES PAID TO EMBARGO HEREUNDER IN THE SIX MONTHS PRECEDING ANY SUCH INITIAL OCCURRENCE OF LIABILITY AND £100. YOU AGREE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET OUT IN THIS AGREEMENT AND ACKNOWLEDGE THAT EMBARGO WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EMBARGO’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. SPECIAL LIMITATIONS. FOR THE PURPOSE OF CLARITY, EMBARGO WILL NOT BE LIABLE, AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU, FOR (I) SENSITIVE DATA SENT TO EMBARGO; (II) VIOLATION OF ANY LAW BY EMBARGO WHEN ACTING AT YOUR DIRECTION; OR (III) THE SENDING BY EMBARGO OF YOUR EMAILS, INCLUDING ANY CLAIMS AGAINST EMBARGO DUE TO YOUR SENDING OR DATA COLLECTION PRACTICES OR YOUR CONTENT.

data privacy. General Obligation sand Limitations. In respect of Your use of the Site and Service and in relation to any personally identifiable and other data and information You provide to Embargo through the Site and Service, You expressly consent to the use and disclosure of that data and information as described in the Privacy Policies. You are responsible for complying with GDPR and all applicable data protection and privacy Laws in respect of Your use of the Service and with regard to any personal data that You provide to Embargo through the Service. You acknowledge that digital communication is an insecure medium that is generally not encrypted in transit, and security of information transmitted through the Internet can never be guaranteed. Embargo is not responsible for any interception or interruption of any communications through the Internet or for changes to or loss of Your Content. Embargo may process and store Your Content in Europe or any other country in which Embargo or its agents maintain facilities and, by using the Service, You consent to this processing and storage of Your Content. EU Data Privacy. Embargo self-certifies to and complies with the EU Frameworks. As such, Embargo shall be deemed to provide adequate privacy protection for the transfer of personal data originating from the EU and/or Switzerland (within the meaning of EU data protection laws) by virtue of such self-certification. For the purposes of this Agreement, the terms “personal data”, “processing” and “data subject” have the same meanings as those given to them in the Data Protection Act 2018 (“GDPR“).

Confidentiality. Definitions. For purposes of this Agreement, “Confidential Information” means all nonpublic information disclosed or made available under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) that relates to the Technology, the provision or receipt of the Service, or the Disclosing Party’s technology, finances, operations, customers or business; provided, however, “Confidential Information” does not include (i) any information that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by the Receiving Party or by any of the Receiving Party’s Representatives (as defined below); (ii) any information that was in the Receiving Party’s possession prior to the time it was first made available to the Receiving Party or any of the Receiving Party’s Representatives by or on behalf of the Disclosing Party or any of the Disclosing Party’s Representatives, provided that the source of such information was not and is not known to the Receiving Party to be bound by any contractual or other obligation of confidentiality to the Receiving Party or to any other person with respect to any such information; (iii) any information that becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of the Disclosing Party’s Representatives, provided that such source is not known to the Receiving Party to be bound by any contractual or other obligation of confidentiality to the Disclosing Party or to any other person with respect to any of such information; or (iv) any information that is independently developed by the Receiving Party or any of the Receiving Party’s Representatives without the use of or reference to any of the Disclosing Party’s Confidential Information. For purposes of this Section, a party’s “Representatives” will be deemed to include each person or entity, as applicable, that is or becomes (A) a subsidiary or other affiliate of such party, (B) an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such Party or of any of such Party’s subsidiaries or other affiliates. Confidentiality Obligations. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information with the degree of care the Receiving Party uses to protect its own confidential information of like nature, but in no case less than reasonable care. The Receiving Party agrees that, except as expressly directed by the Disclosing Party, it will not at any time during or after the Term: (i) disclose any Confidential Information to any third party (other than the Receiving Party’s Representatives); (ii) permit any third party (other than the Receiving Party’s Representatives) to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (iii) use any of the Confidential Information for any reason other than for the purposes of this Agreement. The Receiving Party may disclose Confidential Information to its Representatives having a need to receive the Confidential Information in the performance of their duties under this Agreement; provided, however, that such Representatives are informed of the confidentiality obligations hereunder and the Receiving Party is responsible for such Representatives’ compliance therewith. If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant to any Law, order, subpoena or document discovery request, it will furnish written notice of such disclosure to the Disclosing Party so long as such notice is not prohibited by Law. When permitted, the Receiving Party will provide notice to the Disclosing Party of such disclosure as soon as practicable so that the Disclosing Party has an opportunity to seek a protective order or take other efforts to modify or restrict the disclosure through legal means. The Receiving Party will reasonably cooperate in such efforts at the Disclosing Party’s reasonable expense. Each party has the discretion to accept service of any subpoena or other document request without a requirement for such party seeking such disclosure to comply with applicable rules of service. Each party acknowledges that its breach of this Section may cause irreparable damage to the other party and hereby agrees that the other party will be entitled to seek injunctive relief under this Section, as well as such further relief as may be granted by a court of competent jurisdiction. In the event of any conflict between the Privacy Policies and the provisions of this Section, the provisions of this Section shall control.

Linked Sites. The Site and communications sent through the Service may contain links to third-party sites that are not under the control of Embargo, and Embargo is not responsible for any content on any linked site. If You access a third-party site from the Site or from a communication sent through the Service, then You do so at Your own risk. Embargo provides links only as a convenience, and the inclusion of the link does not imply that Embargo endorses or accepts any responsibility for the content on those third-party sites. Embargo welcomes links to the Site. You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by Embargo or any group or individual affiliated with Embargo. You will not (a) use on Your site any Embargo Content or IPR appearing on the Site in establishing the link; or (b) frame or otherwise incorporate into another site the Embargo Content IPR appearing on the Site without prior written consent.

Disputes. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section 26. If any Dispute cannot be resolved through negotiations between the parties within five days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the International Chamber of Commerce (“ICC”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Embargo in London, UK. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

Governing Law. This Agreement shall be governed by English Law and the parties submit to the non-exclusive jurisdiction of the English courts with regard to any dispute relating to this Agreement.

General. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the Law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the Law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys' fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Embargo. Any assignment in violation of the foregoing will be null and void. Embargo may assign this Agreement to any party that assumes Embargo’s obligations hereunder. This Agreement does not confer any benefits on any third party unless it expressly states that it does. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. Embargo provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If You (or any of Your customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Service was developed fully at private expense. Embargo may reference You as a user of the Service and use Your name and logo, as applicable, in listings of users of the Service appearing on the Embargo web site and for other marketing and promotional purposes relating to the Services.

Section A Part 2: Provision of data services to Venues

Embargo provides certain services (“Data Services”) relating to the development, transmission, analysis of data, the marketing and management of digital communications and tools.

The Data Services are provided via a technology Portal (the “Embargo Portal”) which utilises Embargo’s proprietary technology (including software developed by Embargo, hardware (including a signal device known as the “Embargo Beacon”), products, processes, source code, object code, APIs, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information).

The Embargo Portal enables venues (“Venues”) to interact with and provide loyalty rewards to those of their customers who are registered on the Embargo Portal (“Customers”) and to communicate and interact with such Customers through the Embargo Client Relationship Management System located at www.portal.embargoapp.com and such other sites as may be designated by Embargo (each, the “Site” or collectively, the “Sites”).

All access to and use of the Data Services available through the Site are subject to the terms of this Agreement. If You wish to access and use the publicly available portions of the Data Services and the Site, You may do so only in compliance with this Agreement. If You have placed or later place an order (whether through the Site, by email, phone or otherwise) with Embargo (Your “Order”) seeking to access and use certain of the Services requiring registration and/or payment, Embargo is willing to accept Your Order and provide You with access to and use of those Services only if You comply with this Agreement. Embargo’s acceptance of your Order will be set out in confirmation notice it sends to you (“Confirmation”)

Orders and Confirmation. Embargo will confirm Your Order either by sending you a Confirmation or by providing You with access to the Services. If the terms of any Order conflict with the terms of any Confirmation, the terms of the Confirmation will govern and control with respect to the Services provided to You. By accessing or using any of the Services, You agree to be bound by the terms of this Agreement and each applicable Confirmation.

Provision of Data Services. Embargo hereby grants Customer a non-exclusive, non- transferable, right to use the Data Services, solely for Customer’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to Customer are reserved by Embargo and its licensors. Embargo shall make the Data Services available to Customer pursuant to this Agreement during the Initial Term and any subsequent Renewal Term. Customer agrees that this Agreement to use the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Embargo with respect to future functionality or features.

Additional Data Services from Embargo 7.1 The Customer may ask Embargo to provide new or additional data services such as a premium service (“Additional Services”) from time to time in accordance with the terms and conditions of this Agreement. The specific details of the Additional Services shall be separately negotiated and then agreed in writing in a new Confirmation. The terms of this Agreement shall apply to any Additional Services. 7.2 In providing each of the Additional Services, Embargo shall at all times: (i) provide the Additional Services with reasonable care and skill; (ii) provide the Additional Services in accordance with all applicable laws; and (iii) obtain, maintain and comply with all consents, permissions and licences.