Affiliates means in relation to any company: (a) any subsidiary or holding company of such company or any
subsidiary of such holding company; or (b) any other entity controlling or controlled by such company.
BeeLiked means BeeLiked, the trading name for BeeLiked Media Limited and “we”, “our” or “us” shall be construed
BeeLiked Account means the umbrella account registered in your name on the BeeLiked Platform.
BeeLiked Content means any data, images, graphics, information, statements, Intellectual Property or other
material (regardless of form or media) created by or on behalf of BeeLiked.
BeeLiked Platform or the Platform means the online platform developed by BeeLiked to enable companies to
design, manage and run online campaigns.
BeeLiked Service or the Service means the service pursuant to which we make the BeeLiked Platform
available to you.
BeeLiked User means you and/or those of your individual employees, agents or contractors who have registered for
a username and password on the BeeLiked Platform.
Campaign means the online campaign run by you via the BeeLiked Platform and Service.
Campaign Microsite means a web page hosted by BeeLiked for displaying your Campaign, the contents of which can
be controlled by BeeLiked Users through the BeeLiked Platform.
Concurrent Campaigns means the number of Campaigns per Identity any BeeLiked Account can have ‘Live’ at any one
Content means User Generated Content, Your Content and BeeLiked Content or any of them as the context requires
(unless otherwise stated).
Effective Date means the date on which you first access the BeeLiked Service by creating a Username and Password
Entrant means any adult individual end user (not acting in his capacity as an employee of you or BeeLiked)
entering your Campaign via the BeeLiked Platform and Service.
Fees means the amounts payable by you according to your requests through the BeeLiked platform and as specified
in the online billing section of the BeeLiked Platform.
Go Live meansthe date (according to Greenwich Mean Time) upon which your first Campaign is published on the
internet and capable of interacting with prospective Entrants. In case of doubt, Go Live shall be the date of the first
entry or interaction made by an Entrant in response to a Campaign.
Identity means each brand identity set up under your umbrella BeeLiked Account.
Initial Term has the meaning given to it in your Order Form.
Intellectual Property means patents, utility models, rights to inventions, copyright and neighbouring and
related rights, moral rights, logos, trade-marks and service marks, business names and domain names, rights in get-up and
trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer
software, database rights, rights to use and protect the confidentiality of confidential information (including know-how
and trade secrets) and all other intellectual property rights in each case whether registered or unregistered and
including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority
from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
Order Form means either a document signed by you under which you subscribe to the BeeLiked Service or your
completion of an online form and submission of billing information through the BeeLiked Platform.
Renewal Period has the meaning given to it in the Order Form.
Term means the Initial Term and any subsequent Renewal Period or either of them as the context so requires.
User Generated Content means any data, images, graphics, information, opinions, statements or other material
(regardless of form or media) including personal data contributed to the BeeLiked Platform by an Entrant accessing the
BeeLiked Service in response to your Campaign or any such content published by an Entrant to a third party social
networking site in response to your Campaign [gathered via the BeeLiked Platform through manual or automated
You means the natural person or legal entity specified on the Order Form subscribing to the Service provided
under this Agreement on behalf of itself and/or the BeeLiked Users and ‘your’ shall be construed accordingly.
Your Content means any data, images, graphics, information, surveys, opinions, statements, Intellectual Property
or other material that you and/or the BeeLiked Users contribute to the BeeLiked Platform for display on Campaigns run
through the BeeLiked Service.
2. BeeLiked Grant of Rights
a In consideration for the Fees, BeeLiked grants you and the BeeLiked Users a non-exclusive, non-transferable right to
access and use the Service, the Platform and any BeeLiked Content obtained through authorised use of the Service for the
duration of the Term subject always to the limitations set out in this Agreement.
b You acknowledge and agree that you shall use (and shall ensure that BeeLiked Users use) the Service, Platform and/or
BeeLiked Content in accordance with the terms of this Agreement and all applicable laws and regulations.
3. Your Obligations, Your Content and User Generated Content
a. You shall be solely responsible for procuring and maintaining network connections and telecommunications links from
your systems to the BeeLiked Platform and Service and for all problems, conditions, delays, delivery failures and all
other loss or damage arising from or relating to your network connections, telecommunications links or caused by the
b. Contribution of Your Content to the Platform shall be in a format approved by BeeLiked.
c. You grant BeeLiked a non-exclusive, royalty-free, worldwide license to receive, store, copy and display Your Content
on Campaign Microsites.
d. You warrant and represent to us that: (i) our use of Your Content shall not infringe the Intellectual Property
Rights of any third party; (ii) You are the owner of or otherwise have the right to provide Your Content to us for use and
display as provided herein; (iii) Campaigns shall not be deemed lotteries and shall fully comply with all aspects of the
Gambling Act 2005 UK; and (iv) you shall comply with all other applicable laws and regulations with respect to your
activities under this Agreement.
e. You shall ensure that Your Content (and procure that any User Generated Content displayed on a Campaign Microsite):
(i) does not contain any malicious code, files, scripts, agents or other programs intended to do harm (including without
limitation viruses, worms, time bombs and Trojan horses) or any material which is libellous or slanderous; (ii) does not
infringe the Intellectual Property rights of any third party; (iii) is not unlawful, harmful, threatening, defamatory,
obscene, infringing, harassing or racially or ethnically offensive; (iv) does not facilitate illegal activity; depict
sexually explicit images; promote unlawful violence; and (v) is not discriminatory based on race, gender, colour,
religious belief, sexual orientation, disability or in a manner that is otherwise illegal or causes damage or injury to
any person or property.
f. You shall not use or permit anyone to use the BeeLiked Platform or Service for any unlawful purpose.
4. Account Management
In order to access the Platform and Service, you will be required to designate one BeeLiked User as account
administrator (Administrator). The Administrator will be responsible for managing your account including without
limitation creating Identities and assigning BeeLiked Users to each Identity. All BeeLiked Users must choose (and keep
secure) their own usernames and passwords before accessing the Service. Usernames and passwords may only be used by the
individual BeeLiked User to whom they were assigned and must not be shared, transferred, assigned or otherwise loaned
(whether for temporary use or otherwise) in any manner whatsoever without BeeLiked’s prior written consent (which may be
withheld in BeeLiked’s absolute discretion). When a BeeLiked User is terminated from employment, re-assigned or is
otherwise no longer to be granted access to the Service, the Administrator shall immediately disable the corresponding
username and password.
5. Data Capture, Data Protection and Data Archiving
a BeeLiked complies with (and is registered as a Data Controller under) the UK Data Protection Act 1998. In the
performance of our obligations under this Agreement, we may collect and store certain data including without limitation
User Generated Content, Your Content, information about you, the Entrants and/or the BeeLiked Users and other information,
statistical data or opinions. Such data will stored on our servers in the Amazon Cloud Server. You acknowledge and agree
that we may use such data for internal, operational and other lawful purposes and that we may disclose it to our partners
(wherever they are located) to the extent necessary for us to provide the BeeLiked Service or as required by any law or
order of a court or regulatory authority.You shall procure necessary permissions from the Entrants in favour of BeeLiked
to give full effect to this clause.
b You are and shall at all times remain solely responsible for the storage, security and back-up of Your Content and
BeeLiked shall bear no responsibility or liability in this regard. Following the expiry of a Campaign, BeeLiked shall
store the User Generated Content in relation to such Campaign for the archive period specified on the Order Form during
which time you may be entitled to download a file of the User Generated Content. BeeLiked shall not be responsible for any
loss or destruction of the User Generated Content or for any alteration or disclosure of the User Generated Content by a
third party. In the event of any loss or damage to User Generated Content within the archive period specified on the Order
Form, your sole and exclusive remedy shall be for BeeLiked to use reasonable commercial endeavours to restore the lost or
damaged User Generated Content from the latest back-up of such User Generated Content maintained by BeeLiked. You
acknowledge this to be a fair and reasonable limitation of liability for loss or damage to User Generated Content.
6. Third Party Sites. Use of the BeeLiked Service may lead you, BeeLiked Users or Entrants (via a hyperlink or
otherwise) to websites owned or operated independently by third parties (Third Party Websites). Equally, you
acknowledge that Entrants may access your Campaign through Third Party Websites such as Facebook or Twitter. Such Third
Party Websites are governed by their own technologies, terms and conditions and privacy policies. BeeLiked makes no
representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or
use of or communication with or between any Third Party Websites or any transactions completed and any contract entered
into by you, the Users or Entrants or any party with any such third party. Any contract entered into or any transaction
completed via any Third Party Website is between the relevant party and the relevant third party and not BeeLiked.
BeeLiked does not endorse or approve any Third Party Website nor the content of any of the Third Party Website made
available via the Service. You acknowledge that BeeLiked shall not be in anyway responsible for any access to, from or use
of such Third Party Websites or any related products or services available through such sites and you further agree to
communicate this to Competitors.
7. Fees. You agree to pay the Fees to BeeLiked in the amounts and manner set out in your Order Form. If you
exceed any of the limits specified on the Order Form (including without limitation in relation to disk storage or number
of Entrants per Campaign), you shall pay additional Fees in accordance with BeeLiked’s then-current standard rates.
Following the expiry of the Initial Term, the Fees are subject to change by BeeLiked at any time upon thirty (30) days'
written notice to you provided that in the event of any increase, you may terminate the Agreement by giving us notice in
writing within such thirty (30) day period. All amounts due from you under this Agreement are due and payable in advance
or at the intervals specified on the Order Form and are exclusive of any sales, value added or other taxes or duties
which, if payable, shall be paid by you. All payments shall be made by credit card payment or bank transfer to an account
designated by BeeLiked. BeeLiked reserves the right to charge you interest on the late payment of any sum due at a rate of
one per cent (1%) per month until such outstanding sum is settled in full.
8. Intellectual Property.
a. The BeeLiked Service, Platform and BeeLiked Content are protected by United Kingdom laws relating to Intellectual
Property and as such belong either to BeeLiked or its respective licensors or suppliers. Other than the rights granted in
this Agreement (or any pre-existing rights you may have in Your Content), you do not acquire and agree not to assert any
rights (whether of ownership or otherwise), in the BeeLiked Service, Platform or BeeLiked Content.
b. You acknowledge and accept that BeeLiked will place a ‘powered by BeeLiked’ discreet logo on any Campaign Microsite
it hosts on its servers. BeeLiked reserves the right to suspend hosting of Campaigns where this logo has been removed or
obscured or to charge additional fees in such event.
c. Other than the rights granted by you in this Agreement, we acknowledge that we do not acquire and agree not to
assert any Intellectual Property or other rights (whether of ownership or otherwise) in Your Content.
9. Limitation of Liability and Disclaimer of Warranties.
a. BeeLiked provides the Service, Platform and BeeLiked Content to you on an “as-is” and “as-available” basis. BeeLiked
does not warrant that use of the Service will be uninterrupted, error-free or secure. Use of the Service is entirely at
the risk of you, the BeeLiked Users and the Entrants
b. BeeLiked is not responsible for Your Content or the User Generated Content nor shall it be responsible for any third
party service or Third Party Website linked to the BeeLiked Service or Platform. As state in clause 6, such services shall
be governed solely by terms and conditions of the relevant service provider.
c. TO THE FULLEST EXTENT PERMITTED BY LAW, BEELIKED HEREBY: (i) DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND
CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO
THE SERVICE, PLATFORM, BEELIKED CONTENT AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR PURPOSE (AND NO CONTRARY COMMUNICATION MADE
BY ANY REPRESENTATIVE OF BEELIKED SHALL CREATE SUCH A WARRANTY, REPRESENTATION OR CONDITION); AND (ii) DISCLAIMS ANY AND
ALL LIABILITY FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED AS A RESULT OF ACCESS TO, USE OF, INABILITY TO USE OR
RELIANCE UPON THE SERVICE, PLATFORM OR BEELIKED CONTENT.
d. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF BUSINESS, REVENUE, PROFIT
OR DATA, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR OTHER INTANGIBLE LOSS OR FOR ANY SPECIAL, INDIRECT, EXEMPLARY,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF THEORY OF LIABILITY, ARISING FROM OR RELATING TO
THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
e. Subject always to clauses 9(c) and 9(d), each party’s total aggregate liability to the other in contract (including
in respect of the indemnity at clause 10), tort (including for negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall
be limited to the total Fees paid during the 6 months immediately preceding the date on which the claim arose. Both
parties acknowledge this to be a fair limitation of liability.
a. By You: You agree to defend, indemnify and hold harmless BeeLiked and its officers, directors, employees and agents
(each an Indemnified Party) from and against any liability, damage, loss or cost (including without limitation
reasonable legal fees, using counsel reasonably acceptable to the Indemnified Party) arising out of or related to any
unauthorised use of the Service, Platform or Content or any breach of the provisions of this Agreement (including without
limitation any claim that Your Content infringes the Intellectual Property rights of a third party or a breach of clause
3(d)(iii)) by you or any BeeLiked User. You shall have the reasonable right to control the defence and settlement of any
such claim, lawsuit or proceeding (subject to the right of the Indemnified Party to participate at its own expense and
option) provided that you shall not settle any claim or action in a manner that would impose any obligation on the
Indemnified Party without such party’s prior written consent (which shall not be unreasonably withheld or delayed).
b. By BeeLiked: Subject always to clauses 10 (c), (d) and (e), BeeLiked agrees to defend, indemnify and hold harmless
you and your officers, directors and BeeLiked Users (each a BeeLiked Indemnified Party) from and against any
liability, damage, loss or cost (including without limitation reasonable legal fees, using counsel reasonably acceptable
to the BeeLiked Indemnified Party) incurred by the BeeLiked Indemnified Party as a result of any third party claim or
action that permitted use of the Service, Platform or BeeLiked Content infringes that party’s Intellectual Property
rights. BeeLiked shall have the right to control the defence and settlement of any such claim, lawsuit or proceeding
(subject to the right of the BeeLiked Indemnified Party to participate at its own expense and option) provided that
BeeLiked shall not settle any such claim, lawsuit or proceeding which would impose any obligation on the BeeLiked
Indemnified Party without such party’s prior written consent (which shall not be unreasonably withheld or delayed).
c. In no event shall BeeLiked indemnify a BeeLiked Indemnified Party or otherwise be liable to the extent that the
alleged infringement is based on: (i) a modification of the BeeLiked Content, Service or Platform by anyone other than
BeeLiked; or (ii) use of the BeeLiked Content, Service or Platform in a manner contrary to the instructions given by
BeeLiked or the provisions of this Agreement; or (iii) continued use of the BeeLiked Content, Service or Platform after
you receive notice of an alleged or actual infringement from BeeLiked or any appropriate authority or third party.
d. If we receive notice of a claim that authorised use of the BeeLiked Content, Service or Platform may infringe the
Intellectual Property rights of a third party, we may at our option and at no cost to you: (i) modify the BeeLiked
Content, Service or Platform so that it no longer infringes such third party’s Intellectual Property rights without
materially affecting your use of the BeeLiked Content, Service or Platform; (ii) obtain a license for your continued use
of the allegedly infringing element of the BeeLiked Content, Service or Platform; or (iii) terminate your subscription to
the allegedly infringing part of the Service upon thirty (30) days written notice to you in which event we will shall
refund you the pro-rata portion of any recurring (not one-off) Fees pre-paid for the applicable part of Service but not
yet earned by us.
e. The foregoing states the entire liability of BeeLiked to you or any other BeeLiked Indemnified Party with respect to
Intellectual Property right infringement. You acknowledge it to be fair and reasonable limitation of liability and
expressly waive any other claims for indemnity from BeeLiked.
11. Term. Unless otherwise terminated in accordance with this Agreement, BeeLiked shall provide the Service to
you on and from the Subscription Start Date specified on your Order Form until the end of the Initial Term. Thereafter
(unless otherwise terminated in accordance with this Agreement), your subscription to the Service shall automatically
continue in force for successive Renewal Periods unless written notice terminating this Agreement is given by either party
not less than thirty (30) days before the end of the Initial Term or any subsequent Renewal Period as applicable.
12. Termination of User Access Rights. BeeLiked may (without terminating this Agreement), suspend or terminate a
BeeLiked User’s access to the Service (or any part of it) at any time during the life of this Agreement in the event of
non-payment of Fees or another material or persistent breach of this Agreement.
13. Termination of Agreement
a. Either party may terminate this Agreement immediately in the event of a material breach by the other party if such
breach remains uncured for a period of fifteen (15) days following written notification to the party in breach.
Notwithstanding the foregoing, BeeLiked may terminate the Agreement immediately upon discovery of any wilful or reckless
breach of the provisions of this Agreement. BeeLiked also reserves the right to terminate this Agreement in the event that
you (i) become insolvent; (ii) fail to pay your debts as they fall due or (iii) make a general assignment for the benefit
b. BeeLiked shall not refund any portion of the Fees or other amounts already paid by you at the time of termination,
save in the case of: (i) your termination for our uncured material breach; (ii) termination pursuant to clause 10(d)(iii)
(Intellectual Property Indemnity); or (iii) termination pursuant to clause 15(h) (Force majeure), in which event, we shall
refund the pro-rata portion of any recurring (not one-off) Fees pre-paid for the applicable Service but not yet earned by
c. Upon expiration or any termination of this Agreement the rights granted under it shall cease and you shall, at our
request, return or certify that that you have destroyed all copies or records of the BeeLiked Content together with any
confidential or proprietary information. Notwithstanding the foregoing, you shall be permitted to retain such copies of
BeeLiked Content (in whatever media) as are necessary for your internal compliance procedures or as may be required by any
law, court or regulatory authority.
d. The rights and obligations under clauses 7,8, 9, 10 and this clause 13 together with any payments obligations
accrued prior to expiration or termination or any other obligations which ought reasonably to survive, shall survive the
termination or expiration of this Agreement.
a. Confidentiality: Each party shall maintain the confidentiality of the other party's proprietary information during
the Term and for two (2) years after the date of the last disclosure. These confidentiality obligations shall not apply to
information: (i) lawfully in the public domain; (ii) lawfully possessed by the recipient before disclosure by the other
party; (iii) lawfully disclosed to a party by a third party without obligation of confidentiality; (iv) independently
developed by a party without reference to the other party's proprietary information; or (v) whose disclosure is compelled
by a court or other competent authority (provided in such case that the compelled party makes reasonable efforts to help
the disclosing party oppose or limit such compelled disclosure).
b. Severability: If any provision in this Agreement is held to be invalid or unenforceable, it shall be re-construed to
reflect as closely as possible, its original intention, but all the remaining provisions shall remain in full force and
c. Assignment: Neither party may assign, transfer, declare a trust over the benefit of or otherwise dispose of this
Agreement without the other party's written consent, which shall not be unreasonably withheld or delayed, except that
BeeLiked may assign this Agreement to any Affiliate or successor in interest, or in connection with a merger,
consolidation, sale of all or substantially all of its assets, change of name or like event.
d. No Partnership: Nothing in this agreement is intended to or shall operate to create a partnership between the
parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the
name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any
representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
e. Third Party Rights: This agreement does not confer any rights on any person or party (other than the parties to this
agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
f. Amendments; Waiver: Save as expressly provided herein, amendments to this Agreement must be in writing and signed by
authorised representatives of both parties. Neither course of conduct nor trade practice shall be taken to modify any
provision of this Agreement. Any failure by BeeLiked to enforce strict performance of any provision of this Agreement
shall not prevent it from subsequently doing so. No provision of this Agreement may be waived except in writing signed by
the party against whom enforcement of the waiver is sought.
(together with any Amendment) constitute the entire and only agreement between you and BeeLiked in relation to their
subject matter and you acknowledge you have not been given or relied on any representation or other statement whatsoever
other than those set out therein. In particular, nothing communicated by any BeeLiked sales representative should be
understood as a variation of the Agreement or an authorised representation about the nature and quality of the Service,
Platform or BeeLiked Content.
h. Force Majeure: BeeLiked shall not be in breach of this Agreement or otherwise liable to you for any delay in
performance or non-performance under this Agreement if such delay is due to any event or circumstance beyond its
reasonable control including acts of God or nature, failure or shortage of power supplies, acts or omissions of government
or other authorities or any telecommunications carrier, operator or administration or internet service provider, war, act
of terrorism, riot, trade dispute, lock-out or labor disturbance. In the event that such an event or circumstance
continues for a period of one month or more, then BeeLiked may terminate this Agreement by giving 30 days’ notice in
writing to you.
i. Anti-bribery and corruption: We each confirm that we have not received or been offered any illegal or improper
bribe, kick back, payment, gift, undue financial or other advantage of any kind by the other party or its employees,
officers or agents in connection with this Agreement.
j. Equitable Relief: Both parties agree that monetary damages alone might not be a sufficient remedy for any breach of
this Agreement and acknowledge that an aggrieved party shall be entitled to seek injunctive relief as a remedy for any
breach. Such remedy will not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in
addition to all other remedies available at law or in equity to the aggrieved party.
k. Notices: Each party may communicate with each other and send notices under this Agreement to the other party using
the address details specified in the Order Form (including, for the avoidance of doubt, any e-mail address specified). Any
communication or notice given pursuant to clause 13 shall be in writing and shall be delivered personally or sent by pre-
paid first class post (air mail if posted to or from a place outside the United Kingdom) to the company secretary of the
recipient of the communication or notice.
l. Applicable Law; Venue: 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. 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).