Date Updated: 13th November 2014

END USER LICENSE AGREEMENT ("EULA")


1. Binding Contractual Terms

This document (the "Term of Use") contains important legally binding terms. These Term of Use apply to you if you register to the CLOUDMAESTRO service in order to submit sound recordings in digital form to the CLOUDMAESTRO service for distribution through the CLOUDMAESTRO service. You are referred to in these Term of Use as the "Subscriber" or "You". You are advised to read these Term of Use carefully and to print and retain a copy of this document for future reference. If you do not agree with these Term of Use then you must not use the CLOUDMAESTRO service or submit your sound recording to the Service. These Term of Use relate to the technology platform known as "CLOUDMAESTRO", a software tool and database provided as a service through a remote link and enabling Subscribers to make sound recordings available in digital form for distribution by Resellers, to set up the licensing terms that apply between the Subscriber and Reseller and enabling Resellers to accept such licensing terms and to access the licensed sound recordings and to make them available to their end-users for public performance at the end-user's premises (the "Service"). The Service is provided by CLOUDMAESTRO LIMITED, a company registered in England and Wales (company number 08782652 having a registered office at The Apple Barn, Langley Park, Sutton Road, Maidstone, Kent, ME17 3NQ ("CLOUDMAESTRO"). Upon completion by the Subscriber of the registration for the Service ("Registration"), these Term of Use and any other terms stipulated in the registration form or provided by CLOUDMAESTRO in connection with the Registration ("Documentation") (the Terms of Use and Documentation referred to together as the "Contract") shall become a binding contract between CLOUDMAESTRO and the party in whose name the Registration is made and which is identified in the Registration form as the "Subscriber" (the "Subscriber"). The Contract constitutes the entire agreement between the Subscriber and CLOUDMAESTRO and supersedes all other agreements, statements, representations, correspondence and other arrangements made by or between the parties in relation to the subject matter hereof. No terms of business, terms of supply or other legal terms other than the Contract shall apply between the parties in relation to the subject-matter of the Contract. You acknowledge that you have not relied on or been induced to accept these Term of Use by a representation other than those expressly set out in these Term of Use. You acknowledge that CLOUDMAESTRO will not be liable to you in respect of any representation, covenant or warranty that is not set out in these Term of Use. This paragraph does not affect a party's liability in respect of a fraudulent misrepresentation. These Terms of Use may be updated from time to time by CLOUDMAESTRO. Notice of any change to these Terms of Use shall be given to the Subscriber through the Subscriber Account. Notice may also be given to the Subscriber through other communication means including the email address provided by the Subscriber on Registration. Unless the Subscriber chooses to terminate the Subscriber Account within 7 days of such notification being given, such updates terms shall become binding as between the Subscriber and CLOUDMAESTRO with immediate effect. The Subscriber's continued use of the Service after the expiry of such 7 days' period shall be deemed acceptance of the amended Terms of Use with effect from the date of notification. In the event that the Subscriber terminates the Subscriber Account within 7 days of receipt of the notification of the amended terms, the version of these Terms of Use as applicable before the notification was given shall continue to have effect as between the parties (subject to the applicable termination provisions).

2. Definitions

CLOUDMAESTRO IP: all IPRs subsisting in or relating to the Service including the structure, design and architecture of the Service, screen lay-outs, screen designs and other system elements, interfaces and functionalities of the Service, the computer code that operates the Service, APIs used or provided in connection with the Service, any artistic work used in the Service, any data communicated, generated or captured through the Service including any Generic Data captured, created or delivered by or through the Service (including any databases that include such Generic Data) and the trade marks CLOUDMAESTRO and CLOUDMAESTRO.US and any other trade marks, trading names, logos, slogans and other signs or trade dress adopted and used from time to time by CLOUDMAESTRO in connection with the Service including any domain names or any user or account names or addresses used by CLOUDMAESTRO on any digital service or online social network relating to the Service, the get-up and the 'look and feel' of the Service and any goodwill or other rights attaching thereto. CM Commission: the amounts payable to CLOUDMAESTRO in consideration of the use of the Service by Subscribers and in further consideration of the collection of Licence Fees by CLOUDMAESTRO from Resellers on behalf of the Subscriber. Content Licence Agreement: the Licence Agreement between Subscribers and Selected Resellers by which a Subscriber grants Selected Resellers and their End-Users the right to distribute, access, download and install Subscriber Content through the Service and the right to publicly perform the Subscriber Content at the End-User's premises. Content Licence Terms: the terms on which a Subscriber grants Selected Resellers a licence for the distribution of the Subscriber Content to End-Users and for the exploitation of the Subscriber Content by End-Users. The Content Licence Terms shall comprise the terms stipulated in the Content Licence Agreement together with the Licence Fees set by the Subscriber on the Service. End-Users: customers of Resellers that acquire the right from Resellers to use the Service to select and publically perform Subscriber Content at the End-User's premises. Generic Data: any data in a form that does not include Personal Data relating to the use of the Service, the use and distribution of Subscriber Content or relating to any other aspect of the Service. Intellectual Property Rights (or IPR): all industrial and intellectual property rights, whether now existing or coming into existence at some future date, including patents, petty patents, utility models, copyright, database rights, design rights, registered and unregistered designs, design patents, trade marks, trading names, internet domain names, rights in the get-up of products (including the screens and user interfaces of software products) and other signs and indications of origin, and rights in technical know-how, data and confidential information, in each case whether registered or not and including pending applications and the right to apply for any of the foregoing and other rights of the same or similar effect anywhere in the world. Licence Fees: the fees charged by the Subscriber for the exploitation of Subscriber Content and payable by Selected Resellers under the Licence Terms. Personal Data: data relating to a living individual in a form that enables that individual to be identified. Resellers: third parties that use the Service to obtain access to and select Subscriber Content, license the rights from the Subscribers under the Licence Agreement and distribute the Subscriber Content to End-Users for public performance at the End-User's premises. Resellers will pay the Licence Fees to CLOUDMAESTRO, which shall act as the Subscriber's agent solely for the purpose of collecting the Licence Fees from Resellers and distributing them to the Subscribers (after deduction of the CM Commission). Selected Resellers: Resellers selected by a Subscriber for the distribution of the Subscriber Content through the Service. The Service allows Subscribers to select Resellers by territory, category and by selecting specific Resellers (all as may be available through the Service). Subscriber Account: the account created on the Service for use by the Subscriber. Subscriber Content: sound recordings in digital form uploaded to the Service by Subscribers.

3. Commencement and Term

The Service will be provided from the date on which the Subscriber completes the Registration for the Service provided that the Subscriber accepts these Term of Use (the "Commencement Date"). The Service will continue to be provided until terminated by either the Subscriber or by CLOUDMAESTRO in accordance with these Terms of Use, and subject to the post-termination provisions set out in these Terms of Use (the "Term").

4. Registration and Set-Up

Following successful Registration, the Subscriber shall be allocated a Subscriber Account and shall be given passwords, access keys and/or personal identifications to enable online access to the Service through the Subscriber Account. The Subscriber shall be given access to the ingestion tool that forms part of the Service and that enables the uploading of Subscriber Content to the Service, arranging the Subscriber Content on the Service (such as by creating 'collections') and the setting of Licensing Terms for such Subscriber Content. The Subscriber shall use access keys, personal identifications, passwords and any computer code or algorithm that may be provided to the Subscriber by CLOUDMAESTRO to enable use of the Service through the Subscriber Account ("Access Keys") for the sole purpose of receiving and using the Service in accordance with the Contract (the "Permitted Purpose"). The Subscriber shall keep the Access Keys secure throughout the Term and shall maintain adequate technical and administrative measures to prevent unauthorised access or use of the Access Keys and the Subscriber Account and to ensure that the Access Keys and the Subscriber Account are used solely for the Permitted Purpose in accordance with these Terms of Use. CLOUDMAESTRO shall not be liable to any unauthorised use of the Subscriber Account or breach of security due to the Subscriber's failure to keep the Access Keys secure.

5. Service

Subject to the Subscriber's compliance with these Terms of Use, CLOUDMAESTRO shall make available the Service for use by the Subscriber through the Subscriber Account during the Term and the Subscriber shall be entitled to access and use the Service solely through the Subscriber Account. Use of the Service may be subject to technical specifications published by CLOUDMAESTRO from time to time. The availability and proper functionality of the Service depends on the availability and proper functioning of different communication systems, third party servers and services which may suffer disruption, malfunction or downtime from time to time. The Service may also be subject from time to time to downtime or disruption or to limitations on functionality due to scheduled and unscheduled maintenance requirements. The Service is not mission- or time critical and is provided with no warranties or representations as to its availability, functionality, service level or fitness for any particular purpose. The Subscriber shall only access the Service or use it, or allow access or use, for the Permitted Purpose. The Subscriber shall not access or use the Service, and shall not assist, authorise or allow others to access or use the Service, or the Subscriber Account, for any other purpose.

6. Security Measures

CLOUDMAESTRO shall be entitled (but not required) to apply security measures to protect the Service and the CLOUDMAESTRO IP and shall be entitled to block and Subscriber Accounts, IP addresses or Access Keys identified or suspected as being misused including for disrupting or gaining unauthorised access to the Service or for causing it any damage or abuse to the Service or to gain any data or Subscriber Content held on the Service. CLOUDMAESTRO will apply reasonable measures to protect the security of the information provided by the Subscriber at Registration and to protect the Subscriber Content stored on the Service against unauthorised access. It is acknowledged and agreed that the Service relies on the communication and storage of data and Subscriber Content through telecommunication systems, remote access servers, the internet and Wi-Fi and other local area networks, which are vulnerable to security breaches, misuse, fraud and unauthorised use. While CLOUDMAESTRO will use reasonable efforts to protect the security of the Service, the Subscriber Content and Personal Data provided by the Subscriber against abuse, CLOUDMAESTRO cannot guarantee that all potential misuse, unauthorised use or abuse by third parties can be prevented. The Subscriber acknowledges the risk of third party abuse of the Service and by agreeing to use the Service and to upload Participant Content to the Service the Subscriber agrees to assume such risk.

7. Intellectual Property in the Service and the CLOUDMAESTRO IP

As between the parties, CLOUDMAESTRO is the sole owner of and has the exclusive right to exploit, use, license, sell, reproduce, modify or adapt any and all parts of the Service and the CLOUDMAESTRO IP. The Subscriber agrees and acknowledges that it shall not acquire and it irrevocable disclaims any right, title, interest, licence or user right in or to or under any of CLOUDMAESTRO IP, except the limited right to access and use the Service during the Term in accordance with the Contract. Other than for the purpose of accessing and using the Service in accordance with the Contract (or otherwise with CLOUDMAESTRO's prior written consent), and except to the extent permitted under sections 50A, 50B, 50BA and 296A of the Copyright, Designs and Patents Act 1988 (UK), or under any mandatory statutory provisions amending or substituting those provisions which are applicable in the United Kingdom including under European Union legislation, the Subscriber shall not and shall not assist, procure or authorise any other person to do any of the following, that is: (1) use the Service or the Subscriber Account for the benefit of any third party, lend, lease, transfer, or grant the Service (or the functionality of the Service) or the Subscriber Account to any third party, or cause or permit any use, display, transfer of possession, sublicensing, publication, or other dissemination of the Service or the Subscriber Account, in whole or in part, to or by any third party; or (2) modify, amend, reverse engineer, decompile, disassemble, re-engineer or otherwise re-create or attempt to re-create the code or the structural framework for part or all of the Service or reproduce, make adaptations or derivative works to the Service or CLOUDMAESTRO IP; (3) reproduce, adapt, access, distribute, make available to the public, communicate to the public, extract, re-utilize or otherwise exploit the Service or any of CLOUDMAESTRO IP or the Subscriber Account, or (4) remove or change any proprietary or copyright notices, trade marks or trading names or other indications of source or ownership (of CLOUDMAESTRO or any third party) that are included in the Service.

8. Limited licence to access and use the Service

Subject to the Subscriber's full compliance with the terms of this Contract, CLOUDMAESTRO grants the Subscriber a limited, personal, non-assignable, non-sublicensable, non-exclusive licence, solely for the Term, to access and use the Service through the Subscriber Account over a remote online connection, including the right to review, display, save and print off copies of screens displaying information, and to upload Subscriber Content to the Service, in each case, solely for the purpose of making such Subscriber Content available to Resellers for distribution to End-Users and using the other functionalities of the Service. The Subscriber shall indemnify CLOUDMAESTRO, its affiliates, officers, directors, employees and agents ("Indemnified Persons") and shall keep the Indemnified Persons indemnified on demand against any loss, liability or cost (including reasonable legal costs) arising to the Indemnified Persons as a result of any claim, demand or proceedings brought or threatened against the Indemnified Persons in connection with the delivery of Subscriber Content uploaded by the Subscriber (or by any third party using the Subscriber Account) to the Service (including in connection with any Inappropriate Material contained in such Subscriber Content), save where such claim or allegation arises out of the breach by CLOUDMAESTRO of an express covenant or warranty under these Terms of Use.

9. Subscriber Content

The Subscriber shall ensure that Subscriber Content does not include anything unlawful, defamatory, offensive, misleading, obscene, discriminatory, racist or otherwise contrary to generally acceptable ethical or moral standards in the United Kingdom, or anything that infringes third party rights (including any third party IPRs) or which is in breach of any duty (including confidentiality duties) owed to third parties, or otherwise giving rise to third party liability, or anything otherwise objectionable ("Inappropriate Material") and the Subscriber warrants that there is nothing in the Subscriber Content uploaded to the Service by the Subscriber or with the Subscriber's permission or authorisation which is reasonably likely to be alleged of being Inappropriate Material. CLOUDMAESTRO reserves the right at its discretion to block, reject, withhold from the Service or to discontinue the delivery of any Subscriber Content that contains or is alleged by any third party to contain Inappropriate Material. Except to the extent it is in breach of an express covenant or warranty under these Terms of Use and then subject to the limitations on CLOUDMAESTRO's liability as set out in these Terms of Use, CLOUDMAESTRO shall not be liable for any loss, cost or expense or any liability incurred by the Subscriber or any third party or in respect of any claim, investigation or complaint brought or threatened against the Subscriber or any third party arising out of the Subscriber Content delivered through the Service, including any liability relating to Subscriber Content containing Inappropriate Materials.

10. Content Licence Terms

The Subscriber shall have the facility to select Resellers, channels and territories for the distribution of the Subscriber Content and the Licence Fees to be charged for the use and distribution of Subscriber Content by Selected Resellers and End-Users. Each Reseller shall be advised of which Subscriber Content is available to it (or available in certain territories or through certain channels), the copyright information provided by the Subscriber relating to the Subscriber Content, the identity of the Subscriber and the Licence Terms and Licence Fees applicable to such Subscriber Content. Except the information required by Selected Resellers for the licensing and distribution of Subscriber Content as referred to above, the parameters set by the Subscriber for the distribution of the Subscriber Content and other Personal Data provided by the Subscriber in the course of Registration shall not be published by CLOUDMAESTRO and shall not be made available to Resellers. Subscribers shall be required to accept the Content Licence Agreement by which the Subscriber will license Selected Resellers selected by the Subscriber the right to distribute the Subscriber Content to End-Users. Selected Resellers who wish to distribute the Subscriber Content shall be required to accept the Content Licence Agreement. Upon its acceptance by a Selected Reseller in relation to any Subscriber Content of the Subscriber, the Content Licence Agreement shall become a legally binding agreement as between the Subscriber and the Selected Reseller.

11. Withdrawal of Subscriber Content

The Subscriber shall be entitled at any time (through the ingestion tool) to withdraw from the Service Subscriber Content previously uploaded by the Subscriber on the Service (including single sound recordings or 'collections'). Upon withdrawal by the Subscriber of any Subscriber Content or collection: (1) a copy of the Subscriber Content or the collection shall be kept on the Service for audit and archive purposes but such copy shall be identified as "expired"; (2) Selected Resellers and End-Users that already use such Subscriber Content or collection shall continue to have access to the Subscriber Content or collection for an additional period of up to 90 days (subject to the payment of Licence Fees and on the terms of the Content Licence Agreement). Thereafter the Subscriber Content shall no longer be made available through the Service to those Selected Resellers and End-Users; (3) Resellers and End-Users that do not already use the 'expired' Subscriber Content or collection at the time the Subscriber withdraws such Subscriber Content or collection shall have no access to 'expired' Subscriber Content or collections through the Service with immediate effect from the date of such withdrawal. 12. Personal Data and Generic Data CLOUDMAESTRO shall implement appropriate technical and organisational measures to protect Personal Data collected or held by CLOUDMAESTRO on the Service against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and shall process such data lawfully. CLOUDMAESTRO shall be entitled to use the Subscriber's Personal Data for the purposes of communicating with the Subscriber, administrating the Service, enforcing its rights, providing security, improving the functionality of the Service, performing analytics and obtaining statistical data and extracting Generic Data out of such Personal Data. CLOUDMAESTRO shall be entitled to capture, generate and use Generic Data from the Service (and to capture Personal Data and extract Generic Data from it) relating to the use of the Service and the use of any Subscriber Content by Resellers and End-Users. All Generic Data shall be the sole property of CLOUDMAESTRO which shall have the exclusive right to generate, access, use, sell and otherwise monetise the Generic Data.

13. Charges and Payments

Subject to the provisions of this clause 13, CLOUDMAESTRO shall collect the Licence Fees from Selected Resellers (including any value added tax or sales tax or similar taxes that are required to be charged by applicable law ("Taxes")) and shall distribute the Licence Fees and Taxes to the Subscriber after deducting the CM Commission. In consideration for the use of the Service by the Subscriber and for the collection of Licence Fees by CLOUDMAESTRO from Selected Resellers and the remittance of Licence Fees to the Subscriber, CLOUDMAESTRO shall be entitled to deduct the CM Commission from any Licence Fees received from Selected Resellers before paying the balance of the Licence Fees to the Subscriber. The CM Commission shall be at such rate as indicated in the Documentation at the time of Registration. CLOUDMAESTRO shall be entitled to withhold any amounts of Licence Fees and Taxes collected from Resellers and to apply such amounts against: (1) any tax liability or withholding requirement arising under any applicable law in relation to the payment of the Licence Fees (where CLOUDMAESTRO is required by law to make such withholding or to pay such taxes); (2) any amounts claimed by third parties or due to third parties on the grounds that the exploitation of the Subscriber Content in relation to which the Licence Fee was paid is subject to a licence from such third party or that it infringes such third party IPRs; and (3) any amounts owed by the Subscriber to CLOUDMAESTRO (or such amounts that CLOUDMAESTRO estimates are owed to it or which in its reasonable opinion are likely to be owed to it by the Subscriber) under any indemnity, warranty or other provision of these Terms of Use, or as damages for any breach of this Contract, and to deduct (and where relevant off-set) such amounts from or against any amounts of Licence Fee and Taxes payable to the Subscriber. In the event that, as a result of any withholding or deduction as provided for in this clause 13, the Licence Fees and Taxes collected by CLOUDMAESTRO are insufficient for the payment of the CM Commission, the Subscriber shall pay the CM Commission to CLOUDMAESTRO within 7 days of the presentation of an invoice. The Subscriber shall indemnify CLOUDMAESTRO on demand against any tax liability incurred by CLOUDMAESTRO in relation to Licence Fees collected by CLOUDMASTRO and remitted to the Subscriber where such liability arises from the Subscriber's failure to pay any taxes due by law or to file any tax returns as required by law in relation to such Licence Fees. Without prejudice to any other right or remedy available to CLOUDMAESTRO, if the Subscriber fails to pay amounts of CM Commission due to CLOUDMAESTRO within 7 days from the due date for payment, CLOUDMAESTRO shall be entitled to claim interest on the outstanding amounts at an annual rate equal to the three (3) month London Interbank Offered Rate (LIBOR) denominated in British pounds plus five per cent. (5%), calculated on a daily basis, from the date on which the payment originally fell due until the date of receipt of payment in cleared funds. For the avoidance of doubt, CLOUDMAESTRO shall be solely entitled to retain any and all other revenue that may be generated through the Service including any charges made to Resellers, End-Users or advertisers and any revenue generated from Generic Data. The Subscriber shall have no right to claim any share of such revenue.

14. Warranties

CLOUDMAESTRO warrants to the Subscriber as set out below: (1) The Service as provided by CLOUDMAESTRO does not, as far as CLOUDMAESTRO is aware, infringe the copyright of any person. (2) CLOUDMAESTRO has the right to provide the Service and owns or has the right to use CLOUDMAESTRO IP. Other than the warranties, covenants and representations expressly set out above, CLOUDMAESTRO gives no warranty nor makes any representation in relation to the Service or CLOUDMAESTRO IP. The parties expressly disclaim to the fullest extent permitted by law any representation or warranty by CLOUDMAESTRO relating to Service or CLOUDMAESTRO IP that may be implied by the Contract, by custom, or by law or otherwise and which is not expressly set out herein, including any implied warranties of quality, merchantability, title or entitlement, fitness for a particular purpose, ability to achieve a particular result or functionality, absence of computer viruses or other malicious code, or non-infringement of third party rights. The Subscriber warrants, represents and covenants to CLOUDMAESTRO as set out below: (1) The Subscriber is entitled to license the Subscriber Content uploaded to the Service by the Subscriber (or by any third party using the Subscriber Account) to Resellers and End-Users in accordance with the Licence Terms. (2) Except to the extent indicated in the copyright information provided by the Subscriber that the right to collect licence fees in respect of the exploitation of the Subscriber Content has been transferred or granted to a collecting society: a. the Subscriber owns all rights, title and interest in the Subscriber Content; b. the copyright and the right to collect Licence Fees in relation to the exploitation of the Subscriber Content has not been transferred, assigned or licensed to any third party; and c. The Subscriber shall not and shall not authorise any third party to collect any licence fees or to demand any payments from Resellers or End-Users in relation to the distribution and exploitation of the Subscriber Content distributed and used in accordance with the Content Licence Agreement. (3) The copyright information provided in relation to Subscriber Content uploaded to the Service by the Subscriber (or by any third party using the Subscriber Account) is true, complete and not misleading. (4) The Subscriber Content uploaded to the Service by the Subscriber (or by any third party using the Subscriber Account) does not contain any Inappropriate Content or any viruses, worms, trojans, spyware or other malicious code. (5) The Subscriber shall not use or permit the use of the Service or the Subscriber Account for any unlawful purpose. (6) The Subscriber shall not use or permit the use of the CLOUDMAESTRO IP other than as authorised in these Terms of Use. The warranties above shall not apply to Subscriber Content uploaded to the Service by third parties misusing the Subscriber Account without the Subscriber's knowledge or authorisation, if such misuse of the Subscriber Account is due to CLOUDMAESTRO's failure to meet its obligations under these Terms of Use to provide reasonable security to protect the Service.

15. Limitations on liability

In no event shall CLOUDMAESTRO be liable to the Subscriber under this Contract or in connection with its performance or breach, or in connection with any warranties hereunder, or in connection with the Service, including for its negligence, for any indirect, incidental, consequential or special damages, including any loss of profits or savings or anticipated profits or savings, loss of data, loss of opportunity, loss or reputation, goodwill or business, even if CLOUDMAESTRO has been advised of the possibility of such damages in advance. CLOUDMAESTRO shall have no liability whatsoever for any damage, liability or loss (including loss of revenue) that the Subscriber may incur, or to any other undesirable consequences, resulting from any suspension or disruption of the Service, or the Subscriber's inability to use the Service or the Subscriber Account, including where such suspension or disruption results from CLOUDMAESTRO's negligence. CLOUDMAESTRO's maximum aggregate liability for any single event (or a series of related events) giving rise to a claim in connection with this Contract or in relation to the Service, either for breach of contract, breach of warranty, misrepresentation or negligence shall be limited to the higher of: (a) a sum equal to the CM Commission earned by CLOUDMAESTRO out of the distribution of the Subscriber's Subscriber Content during the last full calendar quarter before the occurrence of the event, and (b) an amount of GBP 50. CLOUDMAESTRO shall not be in breach of the Contract, nor liable for any failure or delay in performance of any of its obligations under the Contract (save for the obligations to pass on to the Subscriber the Licence Fees after the deductions referred to in clause 13) where such failure or delay arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control including an act of God, fire, flood, earthquake, windstorm or other natural disaster, explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, shortage of raw materials or supplies, industrial action or strike, power cuts electronic or communication network breakdowns or failures, malfunctions or disruptions affecting third party services ("Force Majeure Events"). If a Force Majeure Event prevents the proper performance of CLOUDMAESTRO's obligations under this Contract and such disruption continues for a continuous period of more than 7 days, either party can terminate this Contract by giving the other 3 days' prior written notice which shall take effect on the expiry of such notice period.

16. Termination

The Subscriber is free at any time to close the Subscriber Account and to cease use of the Service. Upon closure of the Subscriber Account, this Contract shall be deemed terminated. CLOUDMAESTRO shall be entitled to terminate the Service and the Contract by written notice to the Subscriber: (1) with immediate effect, if the Subscriber is in breach of any of his/her obligations or warranties under this Contract; or (2) without cause, on giving 7 days' notice. Upon the expiry or termination of this Contract, the Subscriber's right to use the Service and the Subscriber Account shall terminate with immediate effect. Following the expiry or termination of the Contract: (1) a copy of the Subscriber Content or the collection shall be kept on the Service for audit and archive purposes but such copy shall be identified as "expired"; (2) Selected Resellers and End-Users that already use such Subscriber Content or collection on the date of termination shall continue to have access to the Subscriber Content or collection for an additional period of up to 90 days (subject to the payment of Licence Fees and on the terms of the Content Licence Agreement). Thereafter the Subscriber Content shall no longer be made available through the Service to those Selected Resellers and End-Users; (3) Resellers and End-Users that do not already use the Subscriber's Subscriber Content at the time of termination or expiry of the termination of the Subscriber Account shall have no access to the Subscriber's Subscriber Content or collections through the Service with immediate effect from the date of termination; (4) the data provided by the Subscriber on Registration shall be kept by CLOUDMAESTRO solely for the purposes of meeting CLOUDMAESTRO's surviving obligations to and enforcing its rights against the Subscriber and Selected Resellers, maintaining adequate business records and for tax and legal purposes; (5) The provisions of clause 13 shall continue to apply in relation to any Licence Fees and CM Commissions which remain outstanding on the date of termination and in relation to the exploitation of Subscriber Content by End-Users and Selected Resellers after the date of termination in accordance with paragraph 2 above. The termination or expiry of this Contract shall not affect any accrued rights or liabilities of any party and shall not affect any provision of this Contract intended to have effect after termination or necessary for its interpretation or enforcement and in particular it shall not affect the indemnities, warranties or intellectual property provisions hereunder or the general provisions below.

17. General

Nothing in this Contract shall create, or be deemed to create, a partnership or joint venture and shall not be construed as giving rise to the relationship of principal and agent between the parties. If any provision of this Contract is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction or any other jurisdiction of any other provision of this Contract. A person who is not a party to this Contract shall have no rights to enforce the provisions of this Contract under the Contracts (Rights of Third Parties) Act 1999. No omission or delay on the part of either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any right or remedies provided by law. This Contract is governed by English law and the parties submit to the exclusive jurisdiction of the courts of England in relation to any dispute between them arising out of the subject matter of this Contract.