This Agreement sets out the terms and conditions, pursuant to an existing and valid Commercial Client Contract (“CCC”) between Applied Living Technologies Limited, a company registered in England and Wales, Registration Number 04824749 ("Company") and the Client. In this Agreement, the Company and Client are “Parties” or individually a Party. These terms, conditions and obligations apply to the Client’s license right to use eligible BusinessByMobile services.

1. Interpretation & Definitions

In addition to the interpretations and definitions as detailed on the Sites, the following apply to this Agreement:-

"Administrator” is a person approved by the Company to access the Client Control Centre to create and manage BBM iME Service Events.

“Administrator Console” or "Client Control Centre" is the BBM Service application interface a Company authorized Administrator or Master Administrator uses to create and manage BBM iME Service Events. Access to the Administrator Console is via the Sites and requires an Account ID and Pass Code (as supplied by the Company providing a valid commercial client contract exist between the parties)

"Administrator Fee” is the Fee as defined in the CCC due to the Company from the Client for each Client Administrator who uses BBM services to generate BBM Service Events over a 12 month period

"ALTL" or “Company” means Applied Living Technologies Limited, a company registered in England & Wales (Registration Number 04824749)

“BBM" or “BusinessByMobile” is the ‘catch all’ group brand name of all Company Services available as specified in the CCC to a Business Client

"BBM Managed Solution Provider" or "BBM MSP" is a Client of the Company with a valid CCC, having paid an Administrator Fee, who sells via their own commercial contracts a BBM Service as part of a solution or as a complete offering. The BBM MSP accesses the Client Control Centre to create their own Service Events for their customers

"BBM Panel" is the electronic Company database, which stores data from and of all iME Users in all iME User Groups

"BBM Penny" or “Penny” is the Company owned software applications resident on iME User communication devices (E.g. Mobile Handsets or Phones or Personal Digital Assistants etc) used by an iME User to participate in a iME Campaign

“BBM Service” or “BusinessByMobile Service” is a specific commercially available multimedia service of the Company (E.g. MPOLLS, iME) accessible by an Administrator via the Sites

“BBM iME Service Event” or "Service Event” or "iME Campaign” or "Campaign” is an event (E.g. Poll, Survey, or Promotion) created using a BBM Service for or by the Business Client from which an iME User participates

"BBM Web Mobile Penny" or “Web Mobile Penny” is the web application of the Company available to the iME User for participation in a iME Campaign via the Web Browser on their communication device (E.g. Mobile Handsets or Phones or Personal Digital Assistants etc)

"BBM Web Penny" or “Web Penny” is the web application of the Company available to the iME User for participation in a iME Campaign via the Web Browser on a Personal or Laptop Computer

"Branded Panel” or “Client Branded Panel” is an iME User Group created for or by an originating Client with iME Users recruited / supplied from originating Client generated iME Campaigns. The Branded iME User Group has its own unique descriptive name and consists of a superset of specific iME User Data. These iME Users are initially Private iME Users in the BBM Panel and may become Public iME Users in the BBM Panel by participating in different Client iME Campaigns. No Client can access another Client’s Branded Panel without the permission of the originating Client.

"Branded Panel Price Book” is a Price Book created by the originating Client with Transaction Fees greater than the comparable Transaction Fees in the Client Price Book (created by the Company based on the fees defined in the CCC with the originating Client)

“Branded Panel Provider” or “BPP” is a Client who either from iME Campaigns or otherwise is the creator of a Branded Panel. The Branded Panel Provider uses the Branded Panel in iME Campaigns and may allow other Company Clients to access the Branded Panel at fees defined in Branded Panel Price Book for new iME Campaigns

"Business Client" or “Client” means a business or individual who has a valid existing Commercial Client Contract with the Company

"Business Client Terms” are the general terms and conditions for a Client to use BBM Service and incorporated in a CCC

"Call to Action" or “CTA” is an action defined by the Client when a iME User responds in an affirmative manner as determined by the Client to a specific answer in a iME Campaign

“Campaign Response Fee” is the Transaction Fee (as defined in the CCC between the Client and the Company) due to the Company from the Client for each completed iME Campaign response the iME User successfully submits following participation in an iME Campaign

“CTA Fee” is the Transaction Fee (as defined in the CCC between the Client and the Company) due to the Company from the Client for each CTA an iME User generates following participation in a iME Campaign

"Client Administrator" is an individual who represents and warrants he or she is an authorized employee of the Client or is the Client & who uses the Sites on behalf of the Client and is bound by the terms and conditions on the Sites and any appropriate agreement between the Client and the Company

"Client Agent" or “iME Agent” is a business or individual who has a valid iME Agent Agreement with the Company and receives a portion of the fees generated from a specific CCC whereby the Company has agreed this in writing with the iME Agent

"Client Price Book” is a specific Price Book with Transaction Fees negotiated between the Client and the Company and defined in a CCC

"Client Reports” or “Reports” are detailed information available to the Client and or nominated third parties following an iME Campaign. These reports cover (but are not limited to) information on participating iME User preferences, iME Campaign Content, iME Campaign Incentives, and applicable fees

"Commercial Client Contract” or “CCC” is a valid written agreement covering the commercial terms agreed between a Client and the Company for the use of BBM Services

"Company Customer” is a business or individual (not a listed party to this Agreement), acting as a 3rd party Company Client with their own existing and valid commercial relationship with the Company

"Company Price Book” is a Price Book specifically created for the Client based on the fees defined in a valid CCC

"Confidential Information” means all information about BBM Services and iME Campaigns the Client acquires from any source which is of a confidential nature including without limitation the price and fee arrangements agreed between the Client and the Company and information about software, manuals, processes and any Service Event content

“Eligible BBM Services” are BBM services the Company allows the Client to use based on the terms and conditions in the valid CCC

“Eligible Regions” are defined geographical areas the Company allows the Client to run iME Campaigns, where appropriate mobile network services exist and as defined in a valid CCC

"iME” is a BBM Service

“iME Advisor Support Fee” - This is a fee the Company charges a Client based on ONE day spent by an iME approved expert training / advising / providing operational support to clients on Campaigns using the iME service. This service could be invoiced to Client by an ALT approved third party as agreed between ALT and the third party

“iME License” – Is a license by the Company for a Client to use a iME Service. Defined where commercial gain (whether achieved or not) is attempted by a Client or any other party associated with an iME Service Event. For avoidance of doubt and in addition, a Campaign to Employees is a commercial gain. iME License Fees are detailed in the client specific Commercial Client Contract (CCC)

“iME NCU License” (‘Non Commercial Use’) – Is a license by the Company for a Client (usually an educational ‘Not for Profit’ public organisation) to use an iME Service. The Client Uses the iME service to further its purpose, such as teaching students on specific subjects. iME NCU License Fees are detailed in the client specific Commercial Client Contract (CCC)

“iME Service Event” (‘Campaign’) is created for or by the Client using the iME Service to interact with end users, for example a Campaign could be a Survey or Promotion

“iME Short Message Service” (‘SMS’) Fee is a fee the Company charges a Client for each SMS (body of text or media file) sent by or at the request of the Client to a user’s Mobile phone using the iME Service. The Client can send an SMS prior, during or after a specific Campaign

“iME Trial License” (‘TL’) as defined in the Trial Programme Agreement signed with the Client, whereby the Company allows the Client to use the iME service for trials to evaluate functionality and value, leading to, once successful a signed CCC

“iME User Fee” is a fee the Company charges a Client for each iME User with a specific phone number, involved in a specific iME Campaign. For clarification, involvement defined as iME User being a member of the iME User Group associated with a specific Campaign. This fee is independent of the iME User’s registered iME status or whether it has successfully participated in the specific Campaign

"Incentive” is a reward a Client may offer an iME User for completed participation in a iME Campaign

"Incentive Fulfillment Agent" or “IFA” is a business or individual who has a commercially valid existing contract with a Client to deliver Incentives to iME Users following successful participation in a iME Campaign. IFA must have a commercially valid existing license with the Company to act as an IFA for iME Campaigns

"Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide

"Master Client Administrator" or “Master Administrator” has the same rights and obligations as an Administrator, but additionally has special authority, as determined by the Company to manage specific elements of a BBM service. E.g. to start, stop, pause, close and resume Service Events

"MPOLLS” is a BBM Service

"Panel” or “Mobile Services Panel” or “iME User Group” is a group of users, identified via a unique telephone number and associated PPI who wish to participate in one or many iME Campaigns, each User allows the Company to store Panelist Data and PPI in the Company electronic Company database

"Panelist” or “Respondent” or “iME User” means a person as identified by a unique mobile number in a user in a iME User Group, who opts in to participate in iME Campaigns (E.G Polls, Surveys and Promotions) and is the originator of a Service Event Transaction (E.g. a completed iME service event response, etc)

“Panelist Data” is personal information (E.g. demographics, preferences etc) relating to a iME user stored in the Companies electronic database. Access to and protection of, this information is defined by the Company Privacy Policy and any other appropriate Agreements with third parties (e.g. Incentive Providers)

"Panelist Software License Agreement” or “PSLA” is the licensing agreement defining BBM Penny terms and conditions of use by a iME User

“Panelist Personal Information” or “PPI” is confidential personal information (E.g. Name, Address, Telephone Number, Email Address etc) of a Panelist stored in the Company’s electronic database. Access to, and protection of, this information is defined by the Company Privacy Policy and any other appropriate Agreements with third parties

"Price Book” details the Fees (SET or Subscription) a Client pays the Company based on the number of SETs generated or the number of iME Users in an iME User Group. These fees are generated from one or many iME Campaigns

"Privacy Policy" or “Policy” as described on the Sites, details the Company’s protection policy and use of iME User Data and PPI

"Private Panelist” or “Private iME User” is a iME User who participates in iME Campaign created for or by only one specific Client

"Public Panelist”or “Public iME User” is a iME User who participates in iME Campaign created for or by more than one specific Client

"Penny License Fee” is the Transaction Fee (as defined in the CCC between the Client and the Company) due to the Company from the Client, following a BBM Service Event created by the Client, whereby a copy of BBM Penny becomes resident on a participating Panelist’s communications device (E.g. Mobile Handsets or Phones or Personal Digital Assistants etc)

"Service Event Transaction” or “SET” is a transaction following the complete viewing (and where appropriate completion of questions) of each appropriate page in an iME Campaign by iME User. The SET generated when iME User submits successfully his response to an iME Campaign

"SET Fee” is the Fee based on a generated SET as defined in the CCC between the Client and the Company. E.g. SET based on a generated CTA (‘CTA Fee’), SET based on a completed iME Campaign Response (‘Campaign Response Fee’) etc

“Sites” or “Site” means all Company owned and hosted Application BBM Service Sites used to promote the Company’s business and to deliver its range of BusinessByMobile Services. These include but are not limited to www.businessbymobile.com , www.mpolls.co.uk , www.businessbymobile.net & www.mpolls.com

"Subscription Fee” is the iME User Fee, charged to a Client for each iME User who is a member of a specific iME User Group involved in a iME Campaign. This Fee can be per iME Campaign or per Month as defined in the CCC

"Transaction” is an action that results in a Fee due to the Company

“White Label Service” or “WLS” is a BBM Service branded and tailored to mutually agreed specifications with a Client. The tailored applications functionality and specification is at the discretion of the Company and involves, but are not limited to inclusion of Client logos and colour schemes

"Annual WLS Fee” is the Transaction Fee (as defined in the CCC between the Client and the Company) due to the Company from the Client for each Client Administrator who uses a BBM WLS services to generate Service Events over a 12 month period

2. Provision of BBM Services

2.1 The Company shall, subject to the terms of this Agreement and the CCC make available BBM Services to the Client

2.2 The Company shall use reasonable endeavours to ensure BBM Services are available on the Commencement Date and throughout CCC term

2.3 Insofar as is reasonably practicable, the Company shall endeavour to provide a level of BBM Service quality and functionality that meets the Service quality and functionality demonstrated to the Client either before or during any Trial of the BBM Service. The Trial and success measurement defined in the Trial Program General Agreement as executed by the parties

3 Use of BBM Service

3.1 The Client shall procure (at its own cost) all technologies, licenses and applications necessary to enable the Client to access and use the BBM Services

3.2 The Client warrants that its use of the BBM Services shall always comply with all laws and regulations in all countries where the Client in any respect operates

3.3 The Client warrants that its use of the BBM Services shall in no respect breach any license or other agreement with any other party

3.4 The Client shall at all times indemnify the Company and hold the Company harmless, against all claims, costs, expenses or liabilities the Company incurs, whether directly or indirectly, as a result of any breach by the Client of clauses 3.1, 3.2 and 3.3 of this Agreement

4 Intellectual Property

The Client acknowledges that the Company owns all rights, title and interest in and to BBM Services, portions thereof, or software or content provided through or in connection with BBM Services including, without limitation all Intellectual Property Rights

5 Confidentiality

5.1 The Client shall keep confidential and not disclose at any time Confidential Information without the prior written consent of the Company, the giving of which shall be at the Company’s entire discretion

5.2 The Company shall keep confidential all information derived from the Client that the Client specifically designates (the Company having agreed with such designation) as being confidential

5.3 The Client shall not solicit, procure or use other methods to obtain PPI from a non Client Branded Panel unless agreed in writing with the third party who generated the non Client Branded Panel or the Panel Member of the non Client Branded Panel following his or her completed response in an appropriate Service Event

6 Equipment used to access BBM Services

The Administrator must ensure that any equipment used to access BBM Services must be connected and used in accordance with the company’s communicated instructions and safety and security procedures and in a manner that is compliant with all applicable laws and regulations

7 Matters Beyond Reasonable Control of the Company

The Company shall have no liability to the Client in the event that it is unable to provide the BBM Services due to factors, matters or circumstances beyond its reasonable control

8. License Grant

Subject to CCC terms, the Company grants the Client:

8.1 A non-exclusive, non-transferable license to use BBM services

8.2 A license to act as a BBM MSP

8.3 A license to act as a BPP

8.4 A non-exclusive, non-transferable license to use BBM WLS

9. BBM Service Quality and Functionality

Information about BBM Service quality and functionality is available on the Sites for any specific BBM Service. The Company reserves the right to change any BBM Service functionality at any time. The Company will make the Client aware of any change either by email, or by giving at least 14 days notice on the Sites of such change.

10. Client Support

10.1 At the discretion of the Company, the Company shall provide at an agreed date and time, a half-day training session for a nominated Client Administrator (as designated in the CCC) such training session to provide a reasonable level of instruction and training on the creation of BBM Service Events. Expenses incurred by Company following completion of training, shall be paid by the Client within 14 days

10.2 The Company will provide weekday support in the form of email and telephone response, Monday to Friday, between 9am – 5pm (GMT) provided its resources permit

11. Price Books and Branded Panels

11.1 All Client Price Book(s) fees are specified in the CCC

11.2 Upon mutual agreement between the Company and the Client, the Client may create a Branded Panel Price Book, allowing third party Company Customers using BBM Services to use the Client Branded Panel for use in a specific Service Event. The Client must give written consent for third party customers to use the Client Branded Panel

12. Payment Terms & Fees

12.1 The Client shall pay the Company the agreed costs, fees and charges as set out in the CCC

12.2 Payment to the Company shall be in UK Sterling and method as set out in the CCC

12.3 Providing the Fees in the Branded Panel Price Book are greater than the comparative Fees in the Client Price Book, the Company will pay the Client, following receipt of payment from Company Customers using the Branded Panel in a Service Event, the difference between these Fees and on the terms as set out in the CCC

13. Client Partners

13.1 The Client can appoint Agents and IFA partners for a Service Event subject to

13.1.1 The Client assuming all commercial responsibility for these Client Partners and their adherence to the terms and conditions on the Sites and in this Agreement, and

13.1.2 The Client’s acknowledgment of the fact that the Company may treat any breach of the terms and conditions of the Sites and of this Agreement by a Client Partner as a breach by the Client and as a consequence the Company is eligible to receive appropriate damages from the Client as if they were the breaching party, and

13.2 The Company intent is to have minimal direct communication with the Client’s Partner unless the Partner is the Client or when a potential or existing breach of the terms and conditions of the Sites or this Agreement occurs, and

13.3 Any IFA the Client uses in a Client generated Service Event must have a valid existing Company IFA License Agreement

14. Service Suspension

The Company shall be entitled to suspend the provision of the BBM Sevice to the Client if

a) Any instance of non-payment of costs, fees and/or charges properly due under this Agreement occurs, or

b) The Company deems the content provided by the Client in a Service Event is inappropriate and has a detrimental effect on the Company’s business

The Company’s entitlement to suspend is without prejudice to its other rights. During such suspension, the Client remains liable to perform its obligations under this Agreement

15. Termination

The Company may terminate this Agreement by giving the Client 90 days notice in writing if

15.1 There is a material breach by the Client of any obligation under this Agreement, or

15.2 The Client’s business and activities as identified by the Company have, or are likely to have, a detrimental effect on the business of the Company, or

15.3 The Client is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets

16. Termination Effect

Upon termination, and notwithstanding other remedies and rights the Company may pursue, the Client shall immediately desist in any respect from using any BBM Service or accessing any software or systems that constitute or made available by the Company to facilitate the use of BBM Services and pay all outstanding fees due immediately

17. Service Event Incentives

In the event the Client for any given Service Event promotes the provision of an Incentive to a Panelist such Incentive must be provided in a manner and through an agent or third party approved by the Company

18. Entire Agreement

This Agreement, together with the CCC and terms and on the Sites, constitutes the entire agreement between the Parties. In the event of a conflict between this Agreement and the CCC the terms of the CCC shall prevail

19. Assignment

The Client may not assign, transfer, or sub-contract or otherwise part with this Agreement or any right or obligation under it without the prior written consent of the Company

20. Waiver

Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that party’s right to take subsequent action

21. Law and Disputes

This Agreement shall be construed in accordance with the laws of England and the Parties hereby submit to the exclusive jurisdiction of the English courts. The Company at its discretion and with agreement of the Client may decide arbitration is the best method to seek dispute solution

22. Severability

In the event that any provision of these terms are declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either from the Client or the Company from any relevant competent authority, the Company shall amend that provision in such reasonable manner as to achieve the intention of the parties without illegality or, at the discretion of the Company, such provision may be severed from these terms. In any such event the remaining provisions of these terms shall remain in full force and effect