We are committed to safeguarding the privacy of our website visitors; this policy sets out how we will treat your personal information.

(1) What information do we collect?

We may collect, store and use the following kinds of personal data:

(a) information about your computer and about your visits to and use of this website (including your IP address, geographical location, browser type, referral source, length of visit and number of page views);

(b) information that you provide to us for the purpose of registering with us;

(c) information that you provide to us for the purpose of subscribing to our website services, email notifications and/or newsletters;

(d) any other information that you choose to send to us; and

(e) other information.

(2) Cookies

A cookie consists of information sent by a web server to a web browser, and stored by the browser. The information is then sent back to the server each time the browser requests a page from the server. This enables the web server to identify and track the web browser.

We may use both “session” cookies and “persistent” cookies on the website. We will use the session cookies to: keep track of you whilst you navigate the website; and other uses. We will use the persistent cookies to: enable our website to recognise you when you visit; and other uses.

Session cookies will be deleted from your computer when you close your browser. Persistent cookies will remain stored on your computer until deleted, or until they reach a specified expiry date.

We use Google Analytics to analyse the use of this website. Google Analytics generates statistical
and other information about website use by means of cookies, which are stored on users'
computers. The information generated relating to our website is used to create reports about the
use of the website. Google will store this information. Google's privacy policy is available at:
http://www.google.com/privacypolicy.html.

Most browsers allow you to refuse to accept cookies. (For example, in Internet Explorer you can
refuse all cookies by clicking “Tools”, “Internet Options”, “Privacy”, and selecting “Block all cookies”
using the sliding selector.) This will, however, have a negative impact upon the usability of many
websites, including this one.

(3) Using your personal data

Personal data submitted on this website will be used for the purposes specified in this privacy policy or in relevant parts of the website.

We may use your personal information to:

(a) administer the website;

(b) improve your browsing experience by personalising the website;

(c) enable your use of the services available on the website;

(d) send you email notifications which you have specifically requested;

(e) provide third parties with statistical information about our users – but this information will not be used to identify any individual user;

(f) deal with enquiries and complaints made by or about you relating to the website; and

(g) other uses.

Where you submit personal information for publication on our website, we will publish and otherwise use that information in accordance with the license you grant to us.

We will not without your express consent provide your personal information to any third parties for the purpose of direct marketing.

(4) Disclosures

We may disclose information about you to any of our employees, officers, agents, suppliers or subcontractors insofar as reasonably necessary for the purposes as set out in this privacy policy.

In addition, we may disclose information about you:

(a) to the extent that we are required to do so by law;

(b) in connection with any legal proceedings or prospective legal proceedings;

(c) in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk); and

Except as provided in this privacy policy, we will not provide your information to third parties.

(5) International data transfers

Information that we collect may be stored and processed in and transferred between any of the countries in which we operate in order to enable us to use the information in accordance with this privacy policy.

Information which you provide may be transferred to countries (including the United States, Japan, other countries) which do not have data protection laws equivalent to those in force in the European Economic Area.

In addition, personal information that you submit for publication on the website will be published on the internet and may be available, via the internet, around the world.

You expressly agree to such transfers of personal information.

(6) Security of your personal data

We will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information.

Of course, data transmission over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet.

You are responsible for keeping your password and user details confidential. We will not ask you for your password.

(7) Policy amendments

We may update this privacy policy from time-to-time by posting a new version on our website. You should check this page occasionally to ensure you are happy with any changes.

We may also notify you of changes to our privacy policy by email.

(8) Your rights

You may instruct us to provide you with any personal information we hold about you. Provision of such information may be subject to the payment of a fee (currently fixed at £10.00).

You may instruct us not to process your personal data for marketing purposes by email at any time. (In practice, you will usually either expressly agree in advance to our use of your personal data for marketing purposes, or we will provide you with an opportunity to opt-out of the use of your personal data for marketing purposes.)

(9) Third party websites

The website contains links to other websites. We are not responsible for the privacy policies or practices of third party websites.

(10) Updating information

Please let us know if the personal information which we hold about you needs to be corrected or updated.

(11) Contact

If you have any questions about this privacy policy or our treatment of your personal data, please write to us by email to info@elluse.com, contact@elluse.com or by post to

5A St. Stephen’s Crescent

London W2 5QT

UK

(1) Introduction

These terms of use govern your use of our website; by using our website, you accept these terms of use in full. If you disagree with these terms of use or any part of these terms of use, you must not use our website.

(2) Licence to use website

Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms of use.

You must not:

(a) republish material from this website (including republication on another website);

(b) sell, rent or sub-license material from the website;

(c) show any material from the website in public;

(d) reproduce, duplicate, copy or otherwise exploit material on our website for a
commercial purpose;

(e) edit or otherwise modify any material on the website; or

(f) redistribute material from this website [except for content specifically and
expressly made available for redistribution (such as our newsletter, news
releases).

(3) Acceptable use

You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.

You must not use our website to transmit or send unsolicited commercial communications.

You must not use our website for any purposes related to marketing without our express

written consent.

(4) Registered users

Access to certain areas of our website is restricted to registered users.

You must be at least 18 years of age to become a registered user. By applying to become a registered user, you to warrant that you are at least 18 years of age.

In order to become a registered user, you must register your details through our login page.

You warrant that all the information you provide to us as part of the registration procedure is true, accurate, fair and complete.

You acknowledge that we may refuse to permit, or may insist that you change, any username that impersonates another person or breaches the provisions of Section 5 below.

Registered users will have access to such additional features on our website as we may from time to time determine in our sole discretion. Such additional features may include:

(a) the facility to complete a detailed personal profile on the website, to publish that
profile on the website, and to restrict the publication of that profile to particular
groups or individuals registered on the website;

(b) the facility to join website groups, and to share information amongst group
members;

(c) the facility to send private messages via the website to particular groups or
individuals registered on the website.

We will provide registered users with a username and password to enable them to access the restricted areas of our website. Registered users must keep their username and passwords confidential.

We may disable username and passwords, delete accounts, and delete any information associated with an account, in our sole discretion without notice or explanation.

(5) User generated content

In these terms of use, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to our website, for whatever purpose.

You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).

Your user content (and its publication on our website) must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in

passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy, or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime;

(g) be in contempt of any court, or in breach of any court order;

(h) be in breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) be in breach of official secrets legislation;

(k) be in breach of any contractual obligation owed to any person;

(l) depict violence in an explicit, graphic or gratuitous manner;

(m) be pornographic or sexually explicit;

(n) be untrue, false, inaccurate or misleading;

(o) consist of or contain any instructions, advice or other information which may be acted upon

and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(p) constitute spam;

(q) be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful,

discriminatory or inflammatory; or

(r) cause annoyance, inconvenience or needless anxiety to any person.

Your user content must be appropriate, civil, tasteful and accord with generally accepted standards of etiquette and behaviour on the internet.

You must not use our website to link to any website or web page consisting of or containing material that would, were it posted on our website, breach the provisions of these terms of use.

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.

Notwithstanding our rights under these terms of use in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website.

(6) Limited warranties

You acknowledge that some of the information published on this website is submitted by users, and that we do not usually review, approve or edit such information. We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.

To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

(7) Limitations of liability

Nothing in these terms of use (or elsewhere on our website) will exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.

Subject to this, our liability to you in relation to the use of our website or under or in connection with these terms of use, whether in contract, tort (including negligence) or otherwise, will be limited as follows:

(a) to the extent that the website and the information and services on the website
are provided free-of-charge, we will not be liable for any loss or damage of any
nature;

(b) we will not be liable for any consequential, indirect or special loss or damage;

(c) we will not be liable for any loss of profit, income, revenue, anticipated savings,
contracts, business, goodwill, reputation, data, or information;

(d) we will not be liable for any loss or damage arising out of any event or events
beyond our reasonable control;

(e) our maximum liability in relation to any event or series of related events will be
limited to £50.

You accept that we have an interest in limiting the personal liability of our officers and employees. Having regard to that interest, you accept that we are a limited liability entity and agree that you will not bring any claim personally against individual officers or employees in respect of any losses you suffer in connection with the website or these terms of use. This will not, of course, limit or exclude the liability of the company itself for the acts and omissions of our officers and employees.

You agreed to the publication of comments, reviews and/or feedback relating to you, by others, on our website. You acknowledge that such comments, reviews and/or feedback may be critical or defamatory; and you agree that you will not hold us liable in respect of any such comments, reviews and/or feedback, irrespective of whether we are aware or ought to have been aware of such comments, reviews and/or feedback.

(8) Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms of use, or arising out of any claim that you have breached any provision of these terms of use.

(9) Breaches of these terms of use

Without prejudice to our other rights under these terms of use, if you breach these terms of use in any way, or if we reasonably suspect that you have breached these terms of use in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to the website;

(c) permanently prohibit you from accessing the website;

(d) block computers using your IP address from accessing the website;

(e) contact your internet services provider and request that they block your access to the

website;

(f) bring court proceedings against you for breach of contract or otherwise;

(g) suspend and/or delete your account with the website; and/or

(h) delete and/or edit any or all of your user generated content.

Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

(10) Third party websites

Our website includes hyperlinks to other websites owned and operated by third parties. These links are not recommendations. We have no control over the contents of third party websites, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.

(11) Trade marks

Elluse, Elluse.com and our logo are trade marks belonging to us. We give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

The other registered and unregistered trade marks or service marks on our website are the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

(12) Competitions

From time to time we may run competitions, free prize draws and/or other promotions on our website. These will be subject to separate terms and conditions (that we will make available to you as appropriate).

(13) Variation

We may revise these terms of use from time-to-time. Revised terms of use will apply to the use of our website from the date of the publication of the revised terms of use on our website. Please check this page regularly to ensure you are familiar with the current version.

(14) Assignment

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of use without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms of use.

(15) Severability

If a provision of these terms of use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

(16) Exclusion of third party rights

These terms of use are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these terms of use is not subject to the consent of any third party.

(17) Entire agreement

These terms of use, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.

(18) Law and jurisdiction

These terms of use will be governed by and construed in accordance with English law, and any disputes relating to these terms of use will be subject to the STET exclusive jurisdiction of the courts of England and Wales.

(19) Our details

The full name of our company is Elluse.com.

You can contact us by email to contact@elluse.com or info@elluse.com.

Please read these Website Advertising Terms carefully before applying to become an Advertiser, as they set out our and your legal rights and obligations in relation our Advertising Services. You will be asked to agree to these Website Advertising Terms before becoming an Advertiser.

You should print a copy of these Website Advertising Terms for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.

These Website Advertising Terms are available in the English language only.

If you have any questions or complaints about our Advertising Services please contact us by email to info@elluse.com.

1. Definitions and interpretation

1.1 In the Agreement:

“Acceptance Email” means an email sent by the Publisher in accordance with Clause [2.3] confirming that an applicant has been accepted as an Advertiser;

“Advertiser” means the person (natural or legal) specified as the applicant for our Advertiser Services on the Registration Form;

“Advertiser Content” means the advertisements and other content submitted by the Advertiser to the Publisher for publication on the Website;

“Advertising Services” means the following advertising services; posting images or videos containing commercial logos; posting web links to commercial sites.

“Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual;

“Agreement” means the agreement between the Publisher and the Advertiser incorporating these Website Advertising Terms, the Registration Form and the Acceptance Email, and any amendments to it from time to time;

“Business Day” means any week day, other than a bank or public holiday in England;

“Business Hours” means between 09:00 and 17:30 on a Business Day;

“Charges” means the amounts payable by the Advertiser to the Publisher under or in relation to the Agreement (as set out [on the Website] [in the Registration Form]);

“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);

“Effective Date” has the meaning given to it in Clause 2.3;

“Force Majeure Event” means an event, or a series of related events, that is

outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus and other malicious software attacks and infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Prohibited Content” means:

(a) pornographic or lewd material;

 

(b) material which breaches any applicable laws, regulations or legally binding codes, or breaches the Committee on Advertising Practice Code, or infringes any third party Intellectual Property Rights or other rights; and

 

(c) material which is likely to cause annoyance, inconvenience or anxiety to another internet user;

 

“Publisher” means elluse.com.

“Registration Form” means the HTML form on the Website enabling users to apply to become Advertisers;

“Term” means the term of the Agreement; and

“Website” means the website at www.elluse.com and any successor website operated by the Publisher from time to time.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

 

(b) any subordinate legislation made under that statute or statutory provision.

 

1.3 The Clause headings do not affect the interpretation of the Agreement.

1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.

2. The Agreement

2.1 In order to apply to become an Advertiser, the applicant must complete and submit the Registration Form.

2.2 If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted by elluse.com.

2.3 The Agreement will come into force if and when the Publisher sends to the Advertiser the Acceptance Email following the submission of a completed Registration Form by the Advertiser (the “Effective Date”).

2.4 The Agreement will continue in force

indefinitely, unless and until terminated in accordance with Clause 9

OR

until the completion of all Advertising Services, upon which it will terminate automatically, unless terminated earlier in accordance with Clause 9.

3. Advertising Services

3.1 During the Term, the Publisher will provide the Advertising Services to the Advertiser.

3.2 The Advertiser grants to the Publisher a non-exclusive, worldwide, royalty-free licence to publish the Advertiser Content on the Website as contemplated by the Agreement.

3.3 The Advertiser warrants and undertakes:

(a) to ensure that all Advertiser Content is accurate and fair;

 

(b) to ensure that Advertiser Content does not consist of, contain, or link to any Prohibited Content;

 

(c) promptly to remove or edit of any Advertiser Content which ceases to be accurate and fair, or becomes Prohibited Content, for whatever reason; and

 

(d) to ensure that the Advertiser Content is of a quality commensurate with the content published on the Website generally.

3.4 The Publisher will use reasonable endeavours to maintain the availability of the Website and the availability of the published Advertiser Content during the relevant period (subject to scheduled maintenance and any Force Majeure Event affecting the Publisher or the Publisher's appointed hosting service provider) but the Publisher does not guarantee 24/7 availability.

3.5 The Publisher reserves the right to suspend the publication of any Advertiser Content or remove any Advertiser Content from the Website at any time where it reasonably determines that the content breaches this Clause 3.

4. Charges and payment

4.1 The Publisher will issue invoices for the Charges to the Advertiser monthly in arrears on the 1st day of each calendar month.

4.2 The Advertiser will pay the Charges to the Publisher within 30 days of the date of issue/receipt of an invoice issued in accordance with Clause 4.1.

OR

4.1 The Advertiser must pay the Charges upon receipt of the Acceptance Email or within 5 days following receipt of the Acceptance Email, failing which the Agreement will terminate automatically.

4.2 The Publisher will issue an invoice for the Charges upon receipt of payment in cleared funds.

4.3 All Charges stated in or in relation to the Agreement are stated exclusive / inclusive of VAT, unless the context requires otherwise.

4.4 Charges must be paid by debit or credit card, direct debit, bank transfer or by cheque (using such payment details as are notified by the Publisher to the Advertiser from time to time).

4.5 If the Advertiser does not pay any amount properly due to the Publisher under or in connection with the Agreement, the Publisher may:

(a) charge the Advertiser interest on the overdue amount at the rate of 8 % per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or

 

(b) claim interest and statutory compensation from the Advertiser pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

5. Warranties

5.1 The Advertiser warrants to the Publisher that it has the legal right and authority to enter into and perform its obligations under the Agreement.

5.2 The Publisher warrants to the Advertiser:

(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;

(b) that it will perform the Advertising Services under the Agreement with reasonable care and skill.

5.3 All of the parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

6. Indemnity

The Advertiser will indemnify the Publisher and will keep the Publisher indemnified against all damages, losses and expenses (including legal expenses) arising as a result of any breach by the Advertiser of Clause 3.3 of the Agreement.

7. Liability

7.1 Nothing in the Agreement will exclude or limit the liability of either party for:

(a) death or personal injury caused by that party's negligence;

 

(b) fraud or fraudulent misrepresentation on the part of that party; or

 

(c) any other liability which may not be excluded or limited under applicable law.

7.2 Subject to Clause 7.1, the Publisher's liability to the Advertiser under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:

(a) the Publisher will not be liable for any:

(i) loss of profits, income or anticipated savings,

 

(ii) loss or corruption of any data, database or software,

 

(iii) reputational damage or damage to goodwill;

 

(iv) loss of any commercial opportunity, or

 

(v) indirect, special or consequential loss or damage;

(b) the Publisher will not be liable for any losses arising out of a Force Majeure Event; and

(c) the Publisher's liability in relation to any event or series of related events will in no circumstances exceed the total amount paid (or, if greater, payable) by the Advertiser to the Publisher under the Agreement during the immediately preceding 12 month period.

8. Termination

8.1 Either party may terminate the Agreement at any time by giving at least 30 days' written notice of termination to the other party.

8.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of the Agreement, and:

 

(i) the breach is not remediable; or

 

(ii) the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or

 

(b) persistently breaches the terms of the Agreement.

8.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:

(a) the other party:

 

(i) is dissolved;

 

(ii) ceases to conduct all (or substantially all) of its business;

 

(iii) is or becomes unable to pay its debts as they fall due;

 

(iv) is or becomes insolvent or is declared insolvent; or

 

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

 

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

 

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

 

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

9. Effects of termination

9.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 4.5, 6, 7, 9 and 10.3 to 10.10.

9.2 Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.

9.3 If the Agreement is terminated by the Publisher under Clause 8.1, the Advertiser will be entitled to a refund of any amounts paid to the Publisher in respect of Advertising Services which were to have been provided after the effective date of termination. Such amount will be calculated by the Publisher using any reasonable methodology. Save as provided in this Clause 9.3, the Advertiser will not be entitled to any refunds or release from any liability to pay Charges (whether or not invoiced) upon the termination of the Agreement.

10. General

10.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by pre-paid first class post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or [email address] given below (or as notified by one party to the other in accordance with this Clause).

The Publisher

Elluse.com

The Advertiser:

The addressees, address, fax and email address stated in the Registration Form.

10.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

(a) where the notice is delivered personally, at the time of delivery;

 

(b) where the notice sent by first class post, or air mail 48 hours after posting; and

 

(c) where the notice sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

 

10.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

10.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

10.5 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

10.6 The Publisher may freely assign its rights and obligations under the Agreement without the Advertiser’s consent to any Affiliate of the Publisher or any successor to all or substantial part of the business of the Publisher from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.

10.7 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

10.8 The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to Clause 7.1, each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.

10.9 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.