Business Subscription Terms of Service

For customers subscribing for business, commercial, professional or organisational purposes. Governing law: England and Wales.

These Business Terms apply where you subscribe as, or on behalf of, a company, partnership, sole trader or other organisation, or otherwise for purposes relating to your trade, business, craft or profession. If you are an individual subscribing for personal use, our Consumer Terms of Service apply to you instead.

These Business Subscription Terms of Service ("Terms") are a legally binding agreement between Mile End Media Limited, a company registered in United Kingdom under number 17030248 whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ ("we", "us", "our" or the "Provider"), and the organisation or person that subscribes to the Service ("you", "your" or the "Customer"). Please read them carefully and keep a copy.

By clicking "I agree" (or a similar button), creating an account, or accessing or paying for the Service, you confirm that you accept these Terms and that the individual accepting them has authority to bind the Customer. If you do not agree, do not use the Service.

1. Definitions

"Service" means a paid software-as-a-service application, together with any associated websites, APIs, documentation and support we make available. "Subscription" means your paid right to access the Service for a recurring period. "Customer Data" means data and content you submit to the Service. "Early Access Period" has the meaning given in the Early Adopter & Beta Programme Addendum. "Fees" means the subscription charges payable for the Service.

2. The Service and licence

Subject to your compliance with these Terms and payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes during your Subscription. We may update, improve, add to or modify the Service from time to time. All rights not expressly granted are reserved.

3. Accounts, eligibility and authority

You must provide accurate registration information and keep it up to date. You are responsible for maintaining the confidentiality of account credentials and for all activity under your account. You must promptly notify us of any unauthorised use. You are responsible for your authorised users' compliance with these Terms.

4. Subscriptions, fees, renewal and taxes

• Fees are as stated at the point of purchase and are payable in advance for each billing period. Except where stated otherwise, Fees are non-refundable, subject to any mandatory rights you have.
• Your Subscription renews automatically at the end of each billing period at the then-current price unless cancelled before renewal. You may cancel at any time with effect from the end of the current billing period.
• We may change Fees on not less than 30 days' notice, effective from your next renewal. Continued use after the change takes effect constitutes acceptance.
• Fees are exclusive of VAT and other applicable taxes, which you are responsible for. Where we use a third-party payment provider or merchant of record, their processing terms also apply and they may act as seller of record for tax purposes.
• If payment fails, we may suspend or terminate the Subscription. You authorise us and our payment provider to charge your payment method for renewals.

5. Early Access status

During the Early Access Period the Service is a pre-release, actively-developed product. It is provided on an "as is" and "as available" basis and the Early Adopter & Beta Programme Addendum applies and forms part of these Terms. To the maximum extent permitted by law, no service levels or availability guarantees apply during the Early Access Period.

6. Acceptable use

You must not, and must not permit any person to: use the Service unlawfully or in breach of third-party rights; upload malware or attempt to gain unauthorised access to, disrupt or probe the Service or its infrastructure; reverse engineer, decompile or copy the Service except to the extent this restriction cannot lawfully be excluded; resell or make the Service available to third parties except as expressly permitted; or use the Service to send unsolicited communications or store unlawful content. We may suspend access to address a material or suspected breach.

7. Customer Data and security

As between the parties, you own Customer Data. You grant us a licence to host, process and transmit Customer Data solely to provide and support the Service. You are responsible for the accuracy and legality of Customer Data and for having the necessary rights and consents. We will implement and maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, loss or disclosure. Our processing of any personal data is described in our Privacy Policy and, where applicable, a Data Processing Agreement.

During the Early Access Period you should retain your own backups of any Customer Data that is important to you. Nothing in this Clause reduces our obligation to take reasonable measures to keep the Service secure.

8. Intellectual property

The Service, and all intellectual property rights in it, belong to us or our licensors. These Terms do not transfer any ownership to you. If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

9. Warranties and disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all warranties, conditions and representations not expressly stated in these Terms, whether express, implied or statutory, including any implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet your requirements, particularly during the Early Access Period.

10. Reserved

This Clause is intentionally left without content. No service credit or availability remedy applies at present; during the Early Access Period no service levels apply at all (Clause 5), and our liability is governed by Clause 11. Numbering is preserved so that the cross-references in these Terms remain accurate.

11. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, and to the maximum extent permitted by law: (a) we will not be liable for any indirect, special or consequential loss, or for loss of profit, revenue, business, anticipated savings, goodwill, or loss or corruption of data; and (b) our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the greater of (i) the total Fees paid by you for the Service in the three (3) months immediately preceding the event giving rise to the claim during the Early Access Period, or (ii) the total Fees paid by you in the twelve (12) months immediately preceding the event giving rise to the claim thereafter.

Each provision of this Clause operates separately. You acknowledge that the Fees reflect the allocation of risk set out in these Terms, and that these limitations are reasonable.

12. Indemnity

You will indemnify us against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of your Customer Data, your use of the Service in breach of these Terms, or your infringement of any third-party right.

13. Confidentiality

Each party will keep confidential the other's non-public information disclosed in connection with the Service and use it only to perform under these Terms, except where disclosure is required by law.

14. Term, termination and suspension

• These Terms apply for as long as you have an account or an active Subscription.
• Either party may terminate for convenience effective at the end of the current billing period. We may suspend or terminate immediately if you materially breach these Terms, fail to pay, or where required by law.
• On termination your right to use the Service ends. We may delete Customer Data after a reasonable period; you are responsible for exporting anything you wish to keep before termination. Clauses which by their nature should survive (including 8–12, 15 and 18–20) survive termination.

15. Changes to the Service and to these Terms

We may modify the Service and these Terms from time to time. For material changes to these Terms we will give reasonable notice (for example by email or in-product notice) and, where required, ask you to accept the updated Terms. If you do not accept a material change, your remedy is to stop using the Service and cancel before the change takes effect.

16. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages of third-party infrastructure, internet or hosting providers, cyber-attacks, strikes, or acts of government.

17. Governing law and jurisdiction

These Terms and any dispute arising out of them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that (a) we may bring proceedings for unpaid Fees or IP infringement in any competent court, and (b) if you are a US customer, the arbitration provisions set out below govern how disputes between us are resolved. England and Wales law still governs these Terms themselves in that case.

Binding Arbitration and Class Action Waiver (US Customers)

This Section applies only if you are a resident of, or your principal place of business is in, the United States. Please read it carefully — it affects how disputes between you and Mile End Media Limited are resolved and requires most disputes to be resolved by binding individual arbitration rather than in court.

17.1 Agreement to Arbitrate. You and Mile End Media Limited ("we," "us," or "our") agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between us — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after the termination of these Terms — will be resolved by final and binding individual arbitration, except as expressly set out below. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), and evidences a transaction involving interstate commerce.

17.2 Informal Resolution First. Before commencing arbitration, the party raising the dispute must first send a written Notice of Dispute to the other describing the nature and basis of the claim and the relief sought. Notice to us must be sent to [NEEDS INPUT: US notice address / email]. You and we will attempt in good faith to resolve the dispute for sixty (60) days after the Notice is received. If the dispute is not resolved within that period, either party may commence arbitration. This informal-resolution step is a condition precedent to starting arbitration.

17.3 Arbitration Procedure. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or, for non-consumer commercial disputes, its Commercial Arbitration Rules), as modified by this Section. The AAA Rules and filing instructions are available at www.adr.org. A single arbitrator will be appointed in accordance with those Rules. The arbitrator may award any relief that a court could award to the individual claimant and that is available under applicable law, but may not award relief to, against, or on behalf of anyone who is not a party to the proceeding.

17.4 Location and Format. Unless you and we agree otherwise, the arbitration will be conducted by videoconference or telephone, or through the submission of documents; if an in-person hearing is required, it will take place in the US county (or equivalent) of your residence or principal place of business, or another mutually agreed location.

17.5 Fees and Costs. Payment of filing, administration, and arbitrator fees will be governed by the applicable AAA Rules. We will reimburse or pay your filing fee for claims totaling less than US$5,000 unless the arbitrator determines the claim is frivolous. Each party will otherwise bear its own attorneys' fees and costs, except where the arbitrator is authorized by applicable law to award them.

17.6 Class Action Waiver. You and we agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of class, collective, or representative proceeding. You and we waive any right to a trial by jury and any right to participate in a class or representative action.

[NEEDS INPUT: mass-arbitration protection — for the solicitor. This Section has no batching or staged-filing provision. Because AAA places most filing and arbitrator fees on us, a coordinated mass filing would run up per-case fees before any claim is tested on its merits, which is a disproportionate exposure at our size. A batching clause is the standard answer.]

17.7 Small Claims and Equitable Relief Carve-Out. Nothing in this Section prevents either party from (a) bringing an individual claim in a small claims court for disputes within that court's jurisdiction, or (b) seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property or confidentiality rights.

17.8 30-Day Right to Opt Out. You may opt out of this arbitration agreement (including the class action waiver) by sending written notice of your decision to [NEEDS INPUT: opt-out email / address] within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor we will be bound by the arbitration and class-waiver provisions of this Section; all other Terms continue to apply.

17.9 Severability. If the Class Action Waiver in Section 17.6 is found unenforceable as to a particular claim or request for relief, then that claim or request will be severed and brought in a court of competent jurisdiction, while all remaining claims will proceed in arbitration. If any other provision of this Section is found unenforceable, it will be severed and the remainder of this Section will remain in effect.

17.10 Governing law of this Section. The enforceability, interpretation and scope of this arbitration agreement are governed by the Federal Arbitration Act and applicable federal law. These Terms themselves remain governed by the laws of England and Wales, as set out at the start of this Section. Nothing here removes the benefit of any mandatory consumer-protection law of your state of residence that applies to you regardless of what this contract says.

17.11 Survival. This Section survives termination of your relationship with us and of these Terms.

18. General

These Terms (with the documents referred to in them) are the entire agreement between the parties and supersede prior discussions. You may not assign these Terms without our consent; we may assign them to a successor to our business. If any provision is found unenforceable, the remainder continues in effect. No failure to enforce is a waiver. A person who is not a party has no rights to enforce these Terms. Notices to you may be given by email or in-product; notices to us must be sent to support@mileendmedia.co.uk.

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Mile End Media Limited · 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ · support@mileendmedia.co.uk · mileendmedia.co.uk