Publisher Terms and Conditions of Service

1.1 Definitions: In these Terms the following words have the following meanings:

• "Account" the Publisher's account on the Platform.
• "Agreement" these Terms together with the Order, the DPA, the Acceptable Use Policy and any document expressly incorporated by reference.
• "Billing Period" each calendar month, or such other period as is stated in the Order.
• "Capacity" the total number of Subscriber Records held in the Account, measured in Capacity Bands. Capacity counts every Subscriber Record irrespective of its status, and accordingly includes active, lapsed, expired, cancelled, unconfirmed, bounced, unsubscribed, suspended, trial, complimentary, archived and otherwise inactive records.
• "Capacity Band" a block of one thousand (1,000) Subscriber Records, or part of such a block.
• "Confidential Information" any information disclosed by one party to the other which is marked as confidential or which a reasonable person would regard as confidential, including in Mocono's case the Platform, its architecture, pricing, roadmap and performance data.
• "Data Protection Laws" the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and, where applicable, Regulation (EU) 2016/679, each as amended or replaced from time to time.
• "DPA" Mocono's standard Data Processing Addendum, as published on the Platform and updated from time to time, which is incorporated into this Agreement.
• "Fees" together, the Server Provision Fee and the Platform Commission Fee, and any other charges properly payable under this Agreement.
• "Order" the online signup form, order form, quotation or written proposal accepted by the Publisher, which identifies the Services, the Server Provision Fee rate, the Platform Commission Fee percentage and the Start Date.
• "Peak Capacity" the highest Capacity recorded in the Account at any point during a Billing Period.
• "Platform" Mocono's hosted paywalling and subscriber management software, together with all APIs, plugins, scripts, dashboards, documentation and associated materials.
• "Platform Commission Fee" the percentage of Platform Revenue specified in the Order.
• "Platform Revenue" the gross amounts charged to or payable by Subscribers in respect of subscriptions, memberships, renewals, upgrades, reinstatements, single-article or single-issue purchases, bundles, donations, events and any other transaction which is created, managed, initiated, priced, processed, fulfilled or recorded through the Platform, or which is attributable to a Subscriber Record held in the Account. Platform Revenue is calculated exclusive of VAT and equivalent sales taxes, but before deduction of payment processing or gateway charges, affiliate or agency commissions, discounts applied after the point of sale, refunds, chargebacks, bad debt or any other cost, deduction or set-off.
• "Publisher Data" data uploaded to or generated in the Platform by or on behalf of the Publisher, including Subscriber Records and transaction records, excluding Usage Data.
• "Server Provision Fee" the fixed fee per Capacity Band per Billing Period specified in the Order.
• "Services" provision of access to the Platform and any related services identified in the Order.
• "Subscriber" an end user who registers for, subscribes to or transacts through the Publisher's properties using the Platform.
• "Subscriber Record" any individual person record held in the Account, however created, including records imported by the Publisher, records created by Subscriber self-registration, and duplicate records.
• "Term" the period from the Start Date until termination in accordance with clause 6.
• "Usage Data" technical, statistical, operational, aggregated and anonymised data generated by or derived from operation of the Platform, in a form which does not identify the Publisher or any individual.

1.2 Interpretation: Clause headings are for convenience only. "including" means "including without limitation". A reference to a statute includes any amendment or re-enactment of it. Where these Terms confer a right or discretion on Mocono, Mocono may exercise it in its sole and absolute discretion.

1.3 Order of Precedence: In the event of conflict, the following order applies: (a) the DPA (in respect of processing of personal data only); (b) these Terms; (c) the Order; (d) any other document. Any terms put forward by the Publisher, including on a purchase order, portal or counter-signed document, are expressly rejected and have no effect unless signed by a director of Mocono.

2.1 Acceptance: The Agreement is formed on the earlier of (a) the Publisher submitting the signup or Order, (b) Mocono issuing Account credentials, and (c) any use of the Services. Use of the Services constitutes unconditional acceptance of these Terms.

2.2 Authority: The Publisher warrants that the individual accepting these Terms is duly authorised to bind the Publisher and that all information supplied is accurate, complete and current.

2.3 Business Use Only: The Services are supplied exclusively for business purposes. The Publisher confirms it is not a consumer and that no consumer protection legislation applies to this Agreement.

2.4 Titles and Group Companies: Access is granted for the titles, domains and properties identified in the Order only. Use of the Services for any additional title, domain, brand or group company requires Mocono's prior written approval, and revenue from any such use forms part of Platform Revenue whether or not approval was sought.

3.1 Grant: Subject to payment of the Fees and continued compliance with this Agreement, Mocono grants the Publisher a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform during the Term solely for its own internal business purposes.

3.2 Reservation of Rights: All rights not expressly granted are reserved. Nothing in this Agreement transfers, or grants any option over, any right, title or interest in the Platform.

3.3 Evolution of the Services: Mocono may at any time modify, add to, deprecate or withdraw any feature, integration, module or component of the Platform. Mocono will use reasonable endeavours to give notice of any change that materially and adversely reduces core functionality. The Publisher's sole remedy in respect of any such change is to terminate under clause 6.2.

3.4 No Commitment to Roadmap: Any statement regarding future functionality, timelines or roadmap is indicative only, is not a contractual commitment, and must not be relied upon.

3.5 Beta, Trial and AI Features: Features labelled beta, preview, trial, experimental or AI-assisted are provided "as is", may be withdrawn without notice, are excluded from any service level or support commitment, and are used entirely at the Publisher's own risk. Mocono gives no warranty as to the accuracy, completeness or suitability of any AI-generated output, and the Publisher is solely responsible for reviewing such output before use.

3.6 Availability: Mocono does not warrant uninterrupted or error-free operation. Mocono may carry out scheduled and emergency maintenance at any time. Service levels, credits and support response targets apply only where expressly set out in a separate written service level agreement signed by Mocono; in the absence of such an agreement, support is provided on a commercially reasonable endeavours basis during UK business hours only.

3.7 Third Party Dependencies: The Services rely on third party providers including hosting, payment processing, email delivery and content management platforms. Mocono is not liable for any act, omission, outage, price change, API change or termination by any such third party, and the Publisher's remedy in respect of those services lies against the relevant provider.

3.8 Customisation: Any bespoke development, migration, integration, configuration or consultancy is chargeable at Mocono's then-current day rates, is subject to a separate written statement of work, and — unless expressly agreed otherwise in writing — vests in Mocono in accordance with clause 10.

4.1 Cooperation: The Publisher shall provide all access, credentials, DNS changes, content, technical assistance and decisions reasonably required by Mocono. Mocono is not liable for any delay, failure or additional cost caused by the Publisher's act, omission or delay, and any timetable extends accordingly.

4.2 Acceptable Use: The Publisher shall not, and shall procure that its personnel and Subscribers do not: (a) copy, adapt, decompile, disassemble or reverse engineer any part of the Platform except to the extent permitted by law; (b) resell, sublicense, white-label or make the Platform available to any third party; (c) use the Platform to build or assist in building a competing product; (d) circumvent any usage limit, Capacity measurement, security measure or billing mechanism; (e) upload unlawful, infringing, defamatory or harmful material; or (f) use the Platform in breach of any applicable law.

4.3 Responsibility for Users: The Publisher is responsible for all activity under its Account, for the security of its credentials, and for all acts and omissions of its personnel, agents, contractors and Subscribers as if they were its own.

4.4 Publisher Content and Consents: The Publisher warrants that it holds all rights, licences and consents necessary for its content and Publisher Data to be hosted, processed and transmitted by Mocono, and that the Publisher's own terms and privacy notices are adequate for that purpose.

4.5 Subscriber Relationship: The Publisher is the merchant of record and contracting party in respect of all Subscriber relationships. The Publisher is solely responsible for pricing, refunds, chargebacks, failed payments, complaints, cancellations, tax and consumer law compliance in respect of its Subscribers. No such matter reduces Platform Revenue or the Platform Commission Fee except as expressly provided in clause 5.8.

4.6 Database Housekeeping: The Publisher is solely responsible for the contents of its database, including the removal of duplicate, obsolete or unwanted Subscriber Records. The Publisher acknowledges that inactive records consume Capacity and are chargeable, and that Mocono is under no obligation to identify, flag or remove them.

4.7 Non-Solicitation: During the Term and for twelve (12) months afterwards the Publisher shall not directly or indirectly solicit for employment or engagement any employee or contractor of Mocono with whom it has had contact in connection with the Services, except in response to a general public advertisement.

5.1 Structure: The Fees comprise two elements: (a) the Server Provision Fee, charged by reference to Capacity; and (b) the Platform Commission Fee, charged as a percentage of Platform Revenue. Both are set out in the Order. There is no minimum spend, minimum term or committed volume.

5.2 Server Provision Fee — calculation: The Server Provision Fee is charged per Capacity Band per Billing Period at the rate stated in the Order. Capacity Bands are not divisible and are not pro-rated: any part of a Capacity Band is charged as a full Capacity Band. The fee is calculated by reference to Peak Capacity in the relevant Billing Period.

5.3 Server Provision Fee — billing: The Server Provision Fee is invoiced monthly in advance based on Capacity at the start of the Billing Period. Where Peak Capacity during that Billing Period exceeds that level, the additional Capacity Bands are invoiced in arrears at the full Billing Period rate, without pro-rating. A reduction in Capacity takes effect from the start of the next Billing Period and does not reduce the fee for the Billing Period in which the reduction occurs.

5.4 Capacity measurement: Capacity is measured by Mocono's systems. Mocono's records of Capacity and Peak Capacity are conclusive evidence in the absence of manifest error. Capacity reporting is available to the Publisher in the Account at all times.

5.5 Platform Commission Fee: The Platform Commission Fee is calculated on Platform Revenue and is invoiced monthly in arrears. It accrues at the point a transaction is created or recorded in the Platform, and is payable whether or not the Publisher has itself received cleared funds. Mocono's transaction records are conclusive evidence of Platform Revenue in the absence of manifest error.

5.6 Anti-Circumvention: The Platform Commission Fee is payable on all Platform Revenue however collected. Without limiting that obligation, the Publisher shall not: (a) route, divert, migrate or re-paper any subscription, renewal or transaction outside the Platform, or to any other system, in order to reduce or avoid the Platform Commission Fee; (b) suppress, delete, alter or fail to record any transaction in the Platform; or (c) misconfigure the Platform, or any integration with it, so as to understate Platform Revenue. Where a Subscriber Record is removed from the Account and the corresponding subscription continues off-Platform within six (6) months, the Platform Commission Fee remains payable on revenue from that subscription for the remainder of that six-month period.

5.7 Verification: Mocono may, on reasonable notice and not more than twice in any twelve (12) month period, require the Publisher to provide reconciliation data sufficient to verify Platform Revenue, and may inspect the Publisher's relevant records and payment gateway reports. If any verification discloses an understatement of Platform Revenue exceeding three per cent (3%), the Publisher shall pay the shortfall together with interest under clause 5.11 and Mocono's reasonable costs of the verification.

5.8 Refunds and Chargebacks: The Platform Commission Fee is not rebated on refunds, chargebacks, cancellations, failed payments or bad debt, save that Mocono will credit the Platform Commission Fee on any transaction refunded in full within fourteen (14) days of the original transaction date. Chargeback and gateway fees are borne entirely by the Publisher.

5.9 Taxes: All Fees are exclusive of VAT and any other applicable tax, duty or withholding, which the Publisher shall pay in addition. Where any withholding is required by law, the Publisher shall gross up the payment so that Mocono receives the full amount invoiced.

5.10 Payment Terms: All invoices are payable within fourteen (14) days of the invoice date, without deduction, counterclaim or set-off, by direct debit, bank transfer or card (including American Express). Card and payment processing surcharges may be passed on at cost.

5.11 Late Payment: Without prejudice to any other right, Mocono may charge interest on overdue sums at four per cent (4%) per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment, together with all costs of recovery including reasonable legal and collection agency fees. Mocono may in the alternative claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

5.12 Non-Refundable: The Server Provision Fee for the then-current Billing Period is non-refundable and non-cancellable in all circumstances, including on termination, downgrade, suspension, reduced Capacity or non-use of the Services. Platform Commission Fees accrued before termination remain payable in full.

5.13 Rate Changes: Mocono may vary the Server Provision Fee rate, the Capacity Band size and the Platform Commission Fee percentage on thirty (30) days' written notice. In addition, Mocono may increase the Server Provision Fee rate on each anniversary of the Start Date by the greater of (a) five per cent (5%) and (b) the percentage increase in the UK Consumer Prices Index over the preceding twelve months, on thirty (30) days' notice. Where the Publisher does not accept a change, its sole remedy is to terminate under clause 6.2; continued use after the effective date constitutes acceptance.

5.14 Disputed Invoices: The Publisher must notify Mocono in writing of any disputed invoice, with full supporting detail, within ten (10) days of the invoice date, failing which the invoice is deemed accepted. The undisputed balance remains payable in full on the due date.

6.1 Term: The Agreement commences on the Start Date and continues on a rolling Billing Period basis until terminated in accordance with this clause 6. There is no minimum term and no lock-in.

6.2 Termination by the Publisher: The Publisher may terminate at any time and for any reason, by written notice to Mocono or by using the cancellation function in the Account. Termination takes effect at the end of the Billing Period in which notice is given, and the Services remain available until then. No further Server Provision Fee is charged for any subsequent Billing Period. Clause 5.12 applies to Fees already incurred.

6.3 Termination by Mocono: Mocono may terminate the Agreement, or any part of the Services, for convenience at any time on thirty (30) days' written notice.

6.4 Termination for Cause: Either party may terminate immediately by written notice if the other commits a material breach which is irremediable or, if remediable, is not remedied within thirty (30) days of written notice, or becomes insolvent, enters administration or liquidation, or ceases to carry on business.

6.5 Suspension: Mocono may suspend the Services, in whole or in part, immediately and without liability where: (a) any sum is overdue by more than seven (7) days; (b) Mocono reasonably suspects a breach of clause 4 or clause 5.6; (c) suspension is necessary to protect the security, integrity or performance of the Platform or its other customers; or (d) required by law or by a third party provider. Fees continue to accrue during any suspension made under (a) or (b), and reconnection may attract a reasonable reactivation charge. Suspension under this clause does not remove the Publisher's right of export under clause 6.7.

6.6 Consequences of Termination: On termination or expiry: (a) all rights of access cease at the end of the final Billing Period; (b) all Fees accrued up to that date, including Platform Commission Fees on transactions recorded before that date, become due in accordance with clause 5.10; (c) the Publisher shall promptly remove all Mocono scripts, tags and plugins from its properties; and (d) each party shall return or destroy the other's Confidential Information. For the avoidance of doubt, no Fees for any future Billing Period become payable on termination.

6.7 Data Ownership and Export: Publisher Data belongs to the Publisher. The Publisher may at any time during the Term, without charge, without notice and without Mocono's approval, export the whole of its Subscriber Records and associated transaction history from the Account in CSV format using the self-service export function. This right is unconditional: it is not dependent on the Account being in good standing, and it is not withdrawn on suspension under clause 6.5 or on notice of termination. Mocono will keep the export function available for thirty (30) days following the effective date of termination.

6.8 Assisted Migration and Deletion: Assisted extraction, bespoke export formats, API-based bulk migration and migration support beyond the self-service export are chargeable at Mocono's then-current day rates. After the thirty (30) day period in clause 6.7, Mocono may delete Publisher Data from its live systems, and the Publisher acknowledges that deletion is irreversible and that it is responsible for taking its export in good time. Nothing in this clause limits Mocono's obligations under the DPA or Data Protection Laws.

6.9 Survival: Clauses 1, 4.7, 5, 6.6 to 6.9, 7, 8, 9, 10, 11.2, 12, 13, 14.2, 15 and 17 to 20 survive termination.

7.1 Roles: In respect of Subscriber personal data processed through the Platform, the Publisher is the controller and Mocono is the processor. Mocono acts as an independent controller in respect of Account contact data, billing data and Usage Data, and processes that data in accordance with its own privacy notice.

7.2 Ownership: As between the parties, Publisher Data remains the Publisher's property. Mocono processes Publisher Data only on the Publisher's documented instructions, which are deemed to comprise this Agreement, the DPA and the Publisher's use of the Platform's configurable functionality.

7.3 DPA: The DPA applies to all processing of personal data and is incorporated by reference. Mocono may update the DPA where required to reflect changes in law, guidance from a supervisory authority, or changes to its sub-processors.

7.4 Publisher Compliance: The Publisher warrants that it has a valid lawful basis, and where required has obtained all necessary consents, for the collection, transfer and processing of Subscriber personal data through the Platform, and that its instructions will not put Mocono in breach of Data Protection Laws. The Publisher acknowledges that the retention of inactive Subscriber Records is its own decision as controller, and that it is responsible for compliance with the storage limitation principle notwithstanding the Capacity-based fee structure.

7.5 Sub-Processors: The Publisher grants Mocono general written authorisation to appoint sub-processors. A current list is maintained on the Platform. Mocono will give notice of intended changes; if the Publisher objects on reasonable and substantiated data protection grounds within ten (10) days, the parties shall discuss in good faith, and if no resolution is reached either party may terminate the affected Services on notice.

7.6 Assistance: Mocono will provide reasonable assistance with data subject requests, impact assessments, audits and regulator enquiries. Save where such assistance is required at no charge under Data Protection Laws, or where the need arises from Mocono's own breach, such assistance is chargeable at Mocono's then-current day rates.

7.7 Audit: Any audit right under the DPA may be exercised no more than once in any twelve (12) month period, on not less than thirty (30) days' written notice, during business hours, subject to confidentiality undertakings, at the Publisher's cost, and shall in the first instance be satisfied by Mocono's most recent third party certification, penetration test summary or security questionnaire response where available.

7.8 Security Incidents: Each party shall notify the other without undue delay on becoming aware of a personal data breach affecting the other's data, and shall cooperate in good faith. The Publisher shall not make any public statement or regulatory notification naming Mocono without Mocono's prior written approval, such approval not to be unreasonably withheld where notification is required by law.

8.1 Licence: Mocono may generate, retain and use Usage Data in perpetuity to operate, secure, support, analyse, benchmark, develop and improve the Platform and Mocono's other products and services, and to produce industry insight and benchmarking reports.

8.2 Anonymisation: Usage Data will be aggregated and anonymised such that it does not identify the Publisher, any Publisher title or any individual, and will not be published in a form attributable to the Publisher without its consent.

8.3 Model Training: Mocono may use Usage Data to train, test and improve machine learning and AI models. Mocono will not use Publisher Data containing Subscriber personal data for the training of general-purpose models.

9.1 Obligation: Each party shall keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and disclose it only to those personnel and advisers who need to know it and who are bound by equivalent obligations.

9.2 Exceptions: The obligation does not apply to information which is or becomes public other than by breach, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law, regulation or court order.

9.3 Benchmarks: The Publisher shall not disclose to any third party the results of any benchmark, load test, penetration test or performance evaluation of the Platform without Mocono's prior written consent.

10.1 Publisher Content: The Publisher retains all intellectual property rights in its content and Publisher Data, and grants Mocono a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, display, process and adapt the same to the extent necessary to provide, support, secure and improve the Services.

10.2 Mocono Assets: All intellectual property rights in the Platform, including all software, source code, object code, APIs, databases, designs, graphics, documentation, know-how, methodologies, templates and configurations, are and remain the exclusive property of Mocono or its licensors.

10.3 Developments: All intellectual property rights in any modification, enhancement, integration, configuration, script, template or derivative work created by or for Mocono in connection with the Services vest in Mocono absolutely on creation, whether or not funded by the Publisher, and the Publisher assigns such rights to Mocono with full title guarantee.

10.4 Feedback: The Publisher assigns to Mocono all rights in any feedback, suggestion, feature request, bug report or idea relating to the Platform, which Mocono may exploit freely and without obligation, attribution or payment.

10.5 Protection: The Publisher shall notify Mocono promptly of any actual or suspected infringement of Mocono's rights of which it becomes aware, and shall provide reasonable assistance, at Mocono's cost, in any resulting action. Mocono has sole conduct of any such action.

11.1 Mocono Warranty: Mocono warrants that it will provide the Services with reasonable skill and care. The Publisher's sole and exclusive remedy for breach of this warranty is, at Mocono's option, re-performance of the affected Services or a credit not exceeding the Fees paid for the affected Services in the Billing Period in which the breach occurred.

11.2 Exclusion of Implied Terms: Save as expressly set out in this Agreement, and to the fullest extent permitted by law, all warranties, conditions, terms and representations, whether express or implied by statute, common law or otherwise, including as to satisfactory quality, fitness for a particular purpose, accuracy, non-infringement or uninterrupted availability, are excluded.

11.3 No Revenue Guarantee: Mocono gives no warranty or representation as to subscription conversion rates, revenue, retention, traffic, search performance, deliverability or commercial outcomes of any kind. All illustrations, models, projections and case studies are indicative only.

11.4 Publisher Environment: Mocono is not responsible for the Publisher's websites, hosting, themes, plugins, CMS, caching, third party scripts or configurations, or for any incompatibility, degradation or failure arising from them.

12.1 Unlimited Liability: Nothing in this Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.

12.2 Excluded Losses: Subject to clause 12.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profit, revenue, sales or business; (b) loss of anticipated savings; (c) loss of or damage to goodwill or reputation; (d) loss, corruption or unavailability of data; (e) loss arising from business interruption; (f) wasted expenditure or management time; or (g) indirect or consequential loss, in each case whether or not foreseeable and whether or not the party was advised of the possibility.

12.3 Financial Cap: Subject to clause 12.1, Mocono's total aggregate liability arising out of or in connection with this Agreement in any twelve (12) month period, whether in contract, tort or otherwise, shall not exceed the total Fees actually paid by the Publisher to Mocono in the six (6) months immediately preceding the first event giving rise to the claim.

12.4 Excluded from the Cap: The cap in clause 12.3 does not apply to the Publisher's obligations to pay Fees, the Publisher's indemnity obligations under clause 13.1, or the Publisher's breach of clauses 4.2, 4.7, 5.6, 9 or 10.

12.5 Allocation of Risk: The Publisher acknowledges that the Fees have been calculated on the basis of the limitations in this clause 12, that those limitations are reasonable in the circumstances given that the Publisher may terminate at any time without penalty, that the Publisher is best placed to insure against its own business losses, and that it has had the opportunity to take independent legal advice.

12.6 Time Limit: No claim may be brought under this Agreement unless written notice of the claim, with reasonable detail, is given within six (6) months of the date on which the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

12.7 Backups: The Publisher is responsible for maintaining its own independent backup of Publisher Data, and has an unconditional right of export under clause 6.7 for that purpose. Mocono's backup arrangements are for its own operational continuity and are not a substitute for the Publisher's own.

13.1 By the Publisher: The Publisher shall indemnify and hold Mocono, its officers, employees and contractors harmless, on demand and without limit, against all claims, losses, damages, fines, penalties, costs and expenses (including legal costs on a full indemnity basis) arising from or in connection with: (a) the Publisher's content, Publisher Data or Subscriber relationships; (b) any breach by the Publisher of this Agreement, the DPA or applicable law; (c) any instruction given by the Publisher in respect of personal data; (d) any claim by a Subscriber, employee, contractor or regulator relating to the Publisher's business; and (e) any unauthorised use of the Account.

13.2 By Mocono: Subject to clauses 13.3 and 13.4, Mocono shall defend the Publisher against any third party claim that the Publisher's authorised use of the Platform infringes that third party's UK intellectual property rights, and shall pay damages finally awarded by a court of competent jurisdiction, provided the Publisher (i) notifies Mocono in writing within five (5) business days, (ii) gives Mocono sole conduct of the defence and settlement, and (iii) provides all reasonable assistance at Mocono's cost.

13.3 Exclusions: Clause 13.2 does not apply to any claim arising from: (a) use of the Platform other than in accordance with this Agreement or Mocono's documentation; (b) combination of the Platform with any software, data, content or system not supplied by Mocono; (c) modification of the Platform by anyone other than Mocono; (d) Publisher Data or Publisher content; (e) use of a superseded version where the infringement would have been avoided by use of the current version; or (f) free, trial, beta or AI-assisted features.

13.4 Sole Remedy: If a claim under clause 13.2 arises or is likely, Mocono may at its option procure the right to continue use, modify or replace the affected part of the Platform, or terminate the affected Services on notice. Clauses 13.2 to 13.4 state the Publisher's sole and exclusive remedy for intellectual property infringement, and Mocono's liability under clause 13.2 is subject to the cap in clause 12.3.

14.1 Reference Rights: Mocono may identify the Publisher as a customer and use the Publisher's name, title names and logos on its website, in pitch materials, case studies and press announcements, in each case in a factual and non-derogatory manner. The Publisher may withdraw this permission on thirty (30) days' written notice, save in respect of materials already produced or published.

14.2 Publisher Statements: The Publisher shall not issue any public statement about Mocono, the Platform or this Agreement without Mocono's prior written consent.

15.1 Mocono is not liable for any delay in or failure to perform its obligations arising from any cause beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic, industrial action, cyber attack, denial of service attack, failure of telecommunications or internet infrastructure, power failure, act of government, or failure, outage or withdrawal of service by any third party supplier. If the event continues for more than thirty (30) days, either party may terminate the affected Services on notice.

16.1 Right to Vary: Mocono may vary these Terms, the DPA and any incorporated policy at any time. Mocono will notify the Publisher of material changes by email or via the Platform not less than thirty (30) days before they take effect.

16.2 Deemed Acceptance: Continued use of the Services after the effective date constitutes acceptance of the varied Terms. If the Publisher does not accept a variation, its sole remedy is to terminate under clause 6.2.

16.3 No Other Variation: No variation proposed by the Publisher is effective unless in writing and signed by a director of Mocono.

17.1 Mocono: Mocono may assign, novate, charge, subcontract or otherwise deal with any of its rights or obligations, in whole or in part, without consent, including on any sale of its business or assets.

17.2 Publisher: The Publisher may not assign, novate, charge, subcontract or otherwise deal with any of its rights or obligations without Mocono's prior written consent, which may be withheld at Mocono's discretion. A change of control of the Publisher is deemed an assignment for these purposes.

18.1 Notices to Mocono must be sent by email to the address published on the Platform, and are effective on written acknowledgement by Mocono or, if earlier, two (2) business days after transmission. Notices to the Publisher may be sent by email to the Account contact address or posted in the Platform, and are deemed received at the time of transmission or posting.

19.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, proposals, correspondence and representations.

19.2 Non-Reliance: The Publisher acknowledges that it has not relied on any statement, representation, assurance or warranty not expressly set out in this Agreement. Nothing in this clause limits liability for fraudulent misrepresentation.

19.3 Severability: If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed; the remainder continues in full force.

19.4 Waiver: No failure or delay in exercising any right constitutes a waiver of it, and no single or partial exercise prevents further exercise.

19.5 No Partnership: Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

19.6 Third Party Rights: A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, save that Mocono's group companies, officers and contractors may enforce clauses 12 and 13.1.

19.7 Counterparts and Electronic Signature: This Agreement may be accepted electronically, and click-acceptance, e-signature and account creation each constitute a valid signature.

20.1 Governing Law: This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes, is governed by the law of England and Wales.

20.2 Jurisdiction: The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

20.3 Escalation: Before commencing proceedings the parties shall use reasonable endeavours to resolve any dispute by escalation to senior representatives for a period of fourteen (14) days. This clause does not prevent either party from seeking injunctive or other urgent relief, or from pursuing a debt claim for unpaid Fees, at any time.