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Terms and conditions CeXML Agreement 1 DEFINITIONS 1.1 “Agreement” means this agreement. 1.2 “CreditCall IPR” means any and all current and future registered and unregistered trademarks and service marks, patents, registered and unregistered designs, applications for any of the foregoing, trade names, copyrights, inventions, know how, protocols and other forms of intellectual property. 1.3 “CreditCall Offering” means the Site, the Site Content and/or the Services in whole or in part. 1.4 “Person” means any person, firm, company, corporation, government, state or agency of a state or any associated, subsidiary or holding company or partnership (whether or not having separate legal personality) or one or more of the foregoing. 1.5 “Program Concepts” means the techniques and ideas embodied and expressed in the CreditCall IPR. 1.6 “Services” means any current or future service(s) provided to You by CreditCall including but not limited to access to the Site and/or the Site Content. 1.7 “Site” means the CreditCall CeXML website. 1.8 "Site Content" means all the text, images, marks, logos and other content of the Site including but not limited to the CreditCall IPR, Support Materials and Program Concepts. 1.9 “Support Materials” means any human-readable or machine-readable program listings, executable code, flow charts, logic diagrams, input and output forms, manuals, specifications, test cards, instructions, and other materials, and any copies of any of the foregoing in any medium related to the CreditCall IPR and delivered to You in accordance with this Agreement. 1.10 “Terms” means the terms and conditions set out in this Agreement and any operating rules, regulations, policies, and procedures that may be notified to you by CreditCall either in writing, verbally or via the Site. 1.11 “You” means the Person agreeing to comply with the Terms in return for accessing the Services. 2 GENERAL 2.1 This Agreement governs the provision of the CreditCall Offering to You on the Terms set out herein. 2.2 Except in the case of negligent or fraudulent misstatement this Agreement constitutes the entire agreement between CreditCall and You for your access to and/or use of the CreditCall Offering and supersedes all prior oral and written understandings and representations relating to the subject matter of this Agreement. 2.3 Neither party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly stated in this Agreement. 2.4 Nothing in this Agreement shall operate to limit or exclude liability for fraud. 2.5 This Agreement may not be modified except by written agreement between the parties. 3. TERMS 3.1 CreditCall maintains the CreditCall Offering as a service to You in return for your evaluation and possible integration of the Site Content into your hardware and/or software applications. By accessing and/or using any part of the CreditCall Offering, you are agreeing to comply with and be bound by the Terms. The Terms govern your access to and/or use of the CreditCall Offering and any information, products, software or features made available to you via the CreditCall Offering. 3.2 If you are using the CreditCall Offering on behalf of your employer, you represent that you are authorised to accept these Terms on your employer's behalf. 3.3 In the case of any violation of the Terms, CreditCall reserves the right to seek all remedies available by contract, law and in equity for such violations. 3.4 The Terms apply to all visits to and/or use of the CreditCall Offering, both now and in the future. 3.5 ANY VIOLATION OF THE TERMS MAY RESULT IN THE SUSPENSION OR TERMINATION OF ACCESS TO AND/OR USE OF THE CREDITCALL OFFERING OR SUCH OTHER ACTION PERMITTED IN ACCORDANCE WITH THE TERMS. 4 WEBSITE 4.1 You agree that access to and/or use of the CreditCall Offering, is subject to all applicable national, international, state, and local laws and any and all applicable regulations, including the Terms. 4.2 CreditCall reserves the right to amend the Terms and modify or discontinue the CreditCall Offering, temporarily or permanently, with or without notice, and is not obligated to support or update the CreditCall Offering. 4.3 Terms amended under Clause 4.2 shall automatically become effective immediately after they are initially posted on the Site. Your continued access to and/or use of the Site after the posting of the amended Terms on the Site constitutes your affirmative acknowledgement of the Terms and the modifications and your agreement to abide and be bound by the Terms, as amended. 4.4 Should you object to any modifications of the Terms, your only recourse is to immediately terminate use of the CreditCall Offering and notify CreditCall of termination. 4.5 Portions of the Site may be password protected and/or secure areas. Access to such areas is restricted to authorized users only and unauthorised access or attempted access to these areas may be subject to prosecution. 5 CREDITCALL IPR 5.1 Subject to the Terms, CreditCall grants to You, a world-wide, non-transferable and non-exclusive right and licence for the duration of this Agreement to: 5.1.1 use the CreditCall IPR and Program Concepts to develop and manufacture among others hardware and software applications which incorporate or access the CreditCall IPR and Program Concepts; 5.1.2 use the Support Materials, but only as required to exercise the licence granted in 5.1.1 above. 5.2 Subject to the Terms, CreditCall grants to You the right to use and modify the Support Materials supplied for the sole purpose of designing, developing and testing your software products, and to reproduce the Support Materials. Any use of the CreditCall Offering other than as authorised under this Agreement is prohibited. 5.3 The following stipulations regarding the licence shall apply: 5.3.1 You shall prohibit any copying of the CreditCall IPR, Support Materials, or Program Concepts by any third party. 5.3.2 on all copies made by You there shall be included proprietary, copyright, trade secret and warning legends, in the same form and location as any legend appearing on the original from which the copies are made, or in any other form and location specified by CreditCall from time to time in writing. 5.3.3 You are not permitted to decompile or reverse engineer the CreditCall IPR and/or the Support Materials except to the extend permitted by statutory UK law. 6 TERMINATION 6.1 CreditCall may, in its sole discretion, immediately terminate or suspend this Agreement and/or access to or use of the CreditCall Offering, with or without cause, at any time and with immediate effect. CreditCall shall use reasonable endeavours to inform You of any such termination or suspension by written or electronic notice. 6.2 Upon termination of this Agreement and/or the CreditCall Offering: 6.2.1 your right to access and/or use the CreditCall Offering shall immediately cease; and 6.2.2 your rights under Clause 5 shall immediately cease; and 6.2.3 all other provisions of this Agreement capable of surviving termination shall continue in full force and effect 6.3 CreditCall reserves the right to report any activity or disclose appropriate data or personal information that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. CreditCall also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct. 7 PROPRIETARY RIGHTS 7.1 The intellectual property in the CreditCall Offering shall remain exclusively owned by CreditCall. Nothing in this Agreement shall give You any right, title or interest in the intellectual property, save as expressly set out in this Agreement. 7.2 This Agreement shall not operate as an assignment to either party of any intellectual property right belonging or licensed, to the other party and each party shall retain ownership of, or other interest in, any such intellectual property right to which they may be entitled. 7.3 Nothing in this Agreement shall entitle either party to use the other party’s name, logo, trademark or intellectual property right in any way or any context whatsoever without the prior written consent of the other. 7.4 You shall not register or attempt to register any marks or trademarks that would reasonably be deemed to be confusingly similar to any of CreditCall's marks or trademarks. 7.5 The CreditCall Offering is proprietary to CreditCall or to third parties from whom CreditCall has obtained permission for use. CreditCall authorises You to view, download, and print any part of the CreditCall Offering provided that You: 7.5.1 comply with the Terms; and 7.5.2 do not publish or redistribute any Site Content except where agreed in writing by CreditCall; and 7.5.3 do not modify the Site Content; and 7.5.4 do not remove any copyright, trademark, or other proprietary notices that have been placed on the Site or in the Site Content by CreditCall. Except as expressly permitted above, reproduction or redistribution of the Site Content, or any portion of the Site Content, is strictly prohibited without the prior written permission of CreditCall. 7.6 CreditCall reserves the right to assign or sub-contract any of its rights or obligations under this Agreement. 7.7 You may not assign or sub-contract any of your rights or obligations under this Agreement. 7.7 Both parties will use their best endeavours to ensure that they do nothing that will bring disrepute to the other party’s name or which will affect the other party’s reputation. 8 CONFIDENTIALITY 8.1 You shall not, without CreditCall’s prior written consent or as otherwise contemplated herein, disclose, provide, or make available any of the Site Content in any form to any person, except to employees, agents or consultants engaged by You whose access is necessary to enable You to exercise your rights under this Agreement. 8.2 For the avoidance of doubt Clause 8.1 shall remain in full force and effect whilst this Agreement is in force and for a period of 2 years from the date of termination of this Agreement howsoever caused. 8.3 The provisions set out in this Clause 8 are in addition to (and not in substitution for) all other confidentiality obligations between CreditCall and You. 9 INDEMNIFICATION 9.1 You agree to indemnify, defend and hold harmless CreditCall, its parents, subsidiaries, affiliates, directors, officers, shareholders, agents, contractors and employees, from any claim or demand, including reasonable legal fees and court costs, made by any third party due to, arising from or out of: 9.1.1 your access to and/or use of the CreditCall Offering; or 9.1.2 your breach or alleged breach of any representation, warranty or other obligation; or 9.1.3 your violation or alleged violation of any federal, state, international or local law and any and all regulations, rules or ordinances; or 9.1.4 the negligence or willful misconduct by You or your employees or agents; or 9.1.5 your violation of the Terms; 9.1.6 your infringement of any intellectual property or other legal right of any person or entity. 10 LIMITATION OF LIABILITY 10.1 CREDITCALL EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS ARISING FROM OR RELATED TO THE CREDITCALL OFFERING (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION, LIABILITY OR LOSS ASSOCIATED WITH UNAUTHORIZED ACCESS TO ANY SERVER, MERCHANT INTERFACES, WEBSITES, FACILITIES, YOUR DATA (INCLUDING CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE INFORMATION) WHETHER DUE TO ACCIDENT, ILLEGAL OR FRAUDULENT MEANS (INCLUDING HACKING, OR DEVICES USED BY ANY THIRD PARTY OR OTHER CAUSES BEYOND CREDITCALL'S REASONABLE CONTROL); 10.2 YOU EXPRESSLY AGREE THAT CREDITCALL SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM INFILTRATION OF THE CREDITCALL OFFERING BY MEANS OF SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER SOFTWARE PROGRAMS, OR TECHNOLOGY DESIGNED OR INTENDED TO DISRUPT, DAMAGE, INTERCEPT, EXPROPRIATE, OBTAIN UNAUTHORISED ACCESS TO OR LIMIT THE FUNCTIONING OF THE CREDITCALL OFFERING, YOUR DATA OR YOUR PERSONAL INFORMATION, 10.3 AS A CONDITION OF ACCESS TO AND/OR USE OF THE CREDITCALL OFFERING, YOU AGREE THAT NEITHER CREDITCALL, NOR ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER, AGENT, CONTRACTOR OR EMPLOYEE OF CREDITCALL WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, DAMAGES, EXPENSES, OR COSTS RESULTING DIRECTLY OR INDIRECTLY FROM, OR OTHERWISE ARISING IN CONNECTION WITH THE CREDITCALL OFFERING, HOWEVER ARISING, INCLUDING WITHOUT LIMITATION: 10.3.1 THE USE OF OR THE INABILITY TO USE THE CREDITCALL OFFERING; AND/OR 10.3.2 THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; AND/OR 10.3.3 ANY DATA ENTERED BY YOU THROUGH THE SITE; AND/OR 10.3.4 RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF YOUR DATA; AND/OR 10.3.5 RESULTING FROM ANY FAILURE OF THE SITE TO STORE YOUR DATA. THIS CLAUSE 10.3 WILL APPLY EVEN IF CREDITCALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.4 THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO THE ACTS, OMISSIONS, NEGLIGENCE, AND GROSS NEGLIGENCE OF CREDITCALL AND ITS AFFILIATES, PARENTS, SUBSIDIARIES, CONTRACTORS, SUBCONTRACTORS, OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, EMPLOYEES, AND AGENTS, WHICH, BUT FOR THIS PROVISION, WOULD GIVE RISE TO A COURSE OF ACTION IN CONTRACT, OR ANY OTHER LEGAL DOCTRINE. 10.5 EXCEPT AS OTHERWISE LIMITED, CREDITCALL’S LIABILITY AND THE LIABILITY OF ANY SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES SHALL BE LIMITED TO THE LESSER OF: 10.5.1 THE AMOUNT YOU PAY US IN THE 30 DAYS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; OR 10.5.2 £25,000. 10.6 CREDITCALL SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR TERMINATION OF THIS AGREEMENT. 10.7 YOU ARE SOLELY RESPONSIBLE FOR IDENTIFYING AND OBTAINING ANY AND ALL PATENT OR OTHER INTELLECTUAL PROPERTY LICENCES THAT MAY BE NEEDED FOR YOUR OWN HARDWARE AND SOFTWARE PRODUCTS. 10.8 EXCEPT WHERE OTHERWISE EXPRESSLY AGREED IN WRITING BETWEEN CREDITCALL AND YOU, THE CREDITCALL OFFERING IS PROVIDED IN STANDARD FORMAT, AND CREDITCALL HAS NOT BEEN ENGAGED TO DEVELOP THE CREDITCALL OFFERING FOR USE WITH YOUR HARDWARE OR SOFTWARE PRODUCTS. AS A RESULT, IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE THE SUITABILITY OF THE CREDITCALL OFFERING FOR ANY INTENDED USE OR PURPOSE. 11 WARRANTIES 12.1 THE CREDITCALL OFFERING IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. CREDITCALL DOES NOT REPRESENT OR WARRANT THAT THE CREDITCALL OFFERING WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ENTIRELY ERROR-FREE OR VIRUS FREE. CREDITCALL DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CREDITCALL OFFERING OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS OBTAINED VIA THE CREDITCALL OFFERING. CREDITCALL DOES NOT MAKE ANY WARRANTY THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGE THAT THE CREDITCALL OFFERING IS A COMPUTER NETWORK-BASED SERVICE, WHICH MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. IN SUCH AN EVENT AND SUBJECT TO THE TERMS HEREOF, CREDITCALL SHALL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY MATERIAL INTERRUPTIONS AND WILL PROVIDE ADJUSTMENTS, REPAIRS AND REPLACEMENTS, WITHIN ITS CAPACITY, THAT ARE NECESSARY TO ENABLE THE CREDITCALL OFFERING TO PERFORM ITS INTENDED FUNCTIONS IN A REASONABLE MANNER. YOU ACKNOWLEDGE THAT CREDITCALL DOES NOT WARRANT THAT SUCH EFFORTS WILL BE SUCCESSFUL. IF CREDITCALL'S EFFORTS ARE NOT SUCCESSFUL, YOU MAY TERMINATE THE APPLICABLE SERVICE AGREEMENT AND CEASE TO ACCESS AND/OR USE THE CREDITCALL OFFERING. 11.2 THE FOREGOING SHALL CONSTITUTE YOUR SOLE REMEDY, AND CREDITCALL'S SOLE LIABILITY, IN THE EVENT OF INTERRUPTION, OUTAGE OR OTHER DELAY OCCURRENCES. 11.3 YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE ARISING FROM OR RELATING TO YOUR USE OF THE CREDITCALL OFFERING, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS AND ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, THE ALLEGED INACCURACY OF CONTENT, OR ALLEGATIONS THAT CREDITCALL HAS OR SHOULD INDEMNIFY, DEFEND, OR HOLD YOU HARMLESS FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR ACCESS TO AND/OR USE OF THE CREDITCALL OFFERING. 11.4 YOU ACCESS AND/OR USE THE CREDITCALL OFFERING AT YOUR OWN RISK AND NEITHER CREDITCALL NOR THE PARTIES WHO PROVIDE INFORMATION AND MATERIALS FOR PUBLICATION WITHIN THE SITE WILL BE LIABLE FOR ANY DAMAGES ARISING FROM YOUR USE OF THIS SITE. 11.5 YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE ACCESS TO AND/OR USE OF THE CREDITCALL OFFERING IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF SERVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. 11.6 EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE 12, CREDITCALL SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE CREDITCALL OFFERING. 11.7 YOU AGREE THAT CREDITCALL DOES NOT REPRESENT OR WARRANT THAT THE CREDITCALL OFFERING WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. 11.8 YOU REPRESENT AND WARRANT THAT YOUR ACCESS TO AND USE OF THE CREDITCALL OFFERING WILL BE CONSISTENT WITH THE TERMS AND WILL NOT INFRINGE OR VIOLATE THE RIGHTS OF ANY OTHER PARTY OR BREACH ANY CONTRACT OR LEGAL DUTY TO ANY OTHER PARTIES. 11.9 YOU SHALL BE SOLELY RESPONSIBLE FOR ENSURING: 11.9.1 THE ACCURACY OF ANY INPUT DATA, AND 11.9.2 PROPER USE OF THE CREDITCALL OFFERING. 12 PRIVACY POLICY Information collected by CreditCall via the Site will be treated in accordance with CreditCall's Privacy Policy which may be found on the Site and which is incorporated herein by reference. 13 FORCE MAJEURE 13.1 CreditCall shall not be liable in respect of any breach of this Agreement due to any cause beyond its reasonable control including but not limited to Act of God, flood, lightning or fire, the act or omission of Government, war, terrorism, riot, strikes or other labor disputes, fires, transportation contingencies, congestion or non-operation of any service or product provided by a third party,acts or omissions by a third party, infiltration or disruption of the CreditCall Offering. 14 WAIVER 14.1 No failure or delay by either party in exercising its rights under this Agreement shall be construed as a waiver or release from that right or create a precedent or in any way prejudice any party’s rights under this Agreement. 14.2 Any waiver by either party of any provision of this Agreement shall be limited to the particular breach and shall not operate in any way in respect of any future breach. 14.3 The rights and remedies provided in this Agreement are cumulative and are additional to any rights or remedies provided by law. 15 INVALIDITY CLAUSE 15.1 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part:- 15.1.1 all other provisions of the Agreement not affected by such invalidity or unenforceability shall remain in full force and effect; and 15.1.2 both parties will seek to agree a valid and enforceable substitute provision that achieves to the greatest extent possible the economic legal and commercial objective of the invalid or unenforceable provision. 16 AGENCY 16.1 Nothing in this Agreement shall be deemed to constitute any partnership between the parties or to create any relationship of agency between them and neither of the parties has authority to bind the other party unless expressly stated in this Agreement. 17 THIRD PARTY RIGHTS 17.1 The parties do not intend any third party (other than as expressly provided for herein) to have the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Any rights conferred on any third party hereunder may be altered or extinguished by the written agreement between the parties without the consent of the third party. 18 LAW 18.1 This Agreement and the performance of all obligations hereunder shall be governed by and construed in accordance with English Law and the parties hereto hereby submit to the exclusive jurisdiction of the English Courts. 18.2 You consent to the personal jurisdiction of the English Courts over any claim arising from this Agreement, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objections to proceeding in such courts. I agree to the terms and conditions above.

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