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Terms and Conditions

Commercial Terms

These Commercial Terms (the “Commercial Terms”), the Partner Privacy Policy, and any other applicable terms and policies posted on the UNiDAYS websites, mobile applications, and all related products or services (“Platform”) apply to your access or use of the Platform and all additional applications, tools and services made available for any business or commercial purposes (collectively the “Services”). This includes, but is not limited to any and all materials, information, text, video, audio, images, graphics, photos, designs, artwork, data, writings, comments, URLs, products, ads, promotional materials, and/or any other content (and any portion thereof) provided or published by you under or related to your use of the Platform (“Content”). Any Supplemental Terms to these Commercial Terms and any related invoices are hereby incorporated herein.

By accessing and continuing to use the Services you confirm that you accept the Commercial Terms and you agree to comply with them.  If you do not agree to these Commercial Terms then you must not access the Platform or use the Services. 

Outside of the United States of America and/or Canada, the Platform and Services are operated by Myunidays Limited, registered in 2 Castle Boulevard, Nottingham NG7 1FB (company number 07552253).  Within the United States and Canada, the Platform and Services are operated by Unidays Inc., located at 276 5th Ave., #900, New York, NY 10001 (collectively “UNiDAYS”, “We”, “Us”, or “Our”). If you are accessing the Platform or Services on behalf of an entity or individual which will utilise the Services outside of the United States of America and/or Canada, you are entering into the Commercial Terms with Myunidays Limited. If you are accessing the Platform or Services on behalf of an entity or individual which will utilise the Services within the United States of America and/or Canada, you are entering into the Commercial Terms with Unidays Inc.

You agree to ensure that any third party on whose behalf you access or use any Services (except where it is stated that separate terms apply to such access or use) is bound by these Commercial Terms, and any other applicable terms and policies posted on a Platform, and you represent and warrant that you have the authority to bind yourself and said third party to such terms. 

Please be advised that these Commercial Terms contain provisions that govern how claims you and We may have against each other are resolved.

1. Licences

You hereby grant (and confirm you have the authority and right to grant) UNiDAYS a royalty-free, non-exclusive, unconditional and worldwide licence to distribute, promote, market, and advertise the Content, and any materials, advertisements, Promotions (defined in the Commercial Products Agreement), or information included in or related to the Content (including the related Intellectual Property) during the term of the Commercial Terms in the agreed-upon territories. This licence includes the right to link to your website and to display, perform, reproduce, transmit, publish, distribute, and use the Content in connection with performing any relevant Services in accordance with these Commercial Terms (including on the Platform, and on Our media pages). Such licence grant applies to Content you and/or someone on your behalf (such as your agencies and service providers) makes available on or in connection with any UNiDAYS Services.
You also grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any materials that you provide in connection with your communications with us via the Platform for any purposes including, without limitation, in our publications, presentations, promotional materials, advertising, or on Our Platform. This license ends when you delete such materials or your account unless such materials have been shared with others, and they have not deleted it.

2. Intellectual Property
  1. Intellectual Property” means any and all patent, copyright and neighbouring or related rights, trademarks and service marks, business names and domain names, database rights, design rights, goodwill and the right to sue for passing off or unfair competition, rights to use and protect the confidentiality of Confidential Information (including know-how and trade secrets), rights in inventions, and all other industrial or intellectual property rights subsisting anywhere in the world whether in existence at the Commencement Date or arising afterward, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claiming priority from such rights and all rights from which such rights derive priority and all rights of action with regard to any infringement of any of the above and any application for any of the above.
  2. The Services may contain materials specifically provided by Us, Our partners, or Our users and all such materials are protected by applicable Intellectual Property rights or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any such materials accessed through the Services. Others’ trademarks, logos, trade names and service marks, whether registered or unregistered displayed on the Platform are the Intellectual Property of UNiDAYS and/or its third-party partners or users, as applicable. The name “UNiDAYS” and other UNiDAYS marks, logos, designs and phrases that We use in connection with the Services are the Intellectual Property of UNiDAYS in the United States, United Kingdom and other countries and may not be used without the express written prior permission of UNiDAYS. Nothing contained on the Platform shall be construed as granting by implication or otherwise, any licence or right to use any others’ Intellectual Property displayed on the Platform without the written permission of UNiDAYS or such third party that may own the Intellectual Property.  Any unauthorised use of others’ Intellectual Property will violate the Intellectual Property rights of UNiDAYS and/or third parties associated with UNiDAYS and will be subject to UNiDAYS’ and/or those third party’s full legal rights and remedies.  As between you and Us, all Intellectual Property rights in or arising out of or in connection with the Services and Platform (other than your trademarks, your materials and Content, and Intellectual Property rights in materials provided by You) shall be owned by Us.
  3. Each party (“Indemnifying Party”) will indemnify and hold harmless the other party (“Indemnified Party”) against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by an Indemnified Party arising out of or in connection with any claim or dispute made against the Indemnified Party for actual or alleged infringement of a third party's Intellectual Property, or any claim of defamatory content or any actual or alleged breach of applicable advertising laws, legislation, or regulations, arising from any and all materials supplied by the Indemnifying Party under the Commercial Terms. 
    1. As this Clause 2c relates to you as an Indemnifying Party, such materials include, without limitation, your Content, Promotions, Codes, your use of the Platform and Services, and any other materials or information you publish, make available, and/or provide to Us related to the Commercial Terms.
    2. As this Clause 2c relates to Us as an Indemnifying Party, such materials include Our Intellectual Property and/or the Services (not including your Content or the Content of any third parties).  
3. Your Representations
You represent and warrant that:
  1. you are duly organized and in good standing under the laws of the jurisdiction of your organisation, have all requisite power and authority (corporate or otherwise) to execute, deliver and perform your obligations under these Commercial Terms, and your execution, delivery, and performance of these Commercial Terms have been duly authorized by all necessary parties;
  2. your Content and your receipt of the Services comply in all material respects with all applicable laws, rules, and regulations;
  3. all intellectual property in your Content is owned exclusively by you or you otherwise have the right to grant to Us the right to use such intellectual property for all purposes contemplated by these Commercial Terms;
  4. Our use of your Content does not and will not infringe upon any intellectual property rights of any person or entity; 
  5. Your Content is not defamatory, trade libelous, unlawfully threatening, discriminatory, unlawfully harassing, obscene, pornographic, or liable to incite discriminatory reactions or acts of terrorism (please also see Our Acceptable Ad Policy);
  6. Your Content does not contain any viruses, Trojan horses, worms, time bombs, cancel bots, or other computing programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; 
  7. you will not infringe the Intellectual Property rights that belong to or are licensed to UNiDAYS. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to UNiDAYS or someone else; 
  8. you will restrict access to your Content in accordance with all applicable laws, rules, and regulations, including geographic or age-based limitations where required; 
  9. at the time of entering into the Commercial Terms, and throughout your use of the Platform or Services, nothing in these Commercial Terms, including all of your obligations hereunder, will infringe upon or cause you to be in breach of any legal or contractual obligations which you owe to any third party; 
  10. if you are accessing the Platform or Services on behalf of third-party, you are doing so with full right to do so and you acknowledge that the Services are to be provided to and for the express benefit of such third party and you agree to indemnify Us for any breach of the obligations set out in the Commercial Terms by such third party as if such breach were a breach by you; and
  11. you shall not (directly or indirectly): (i) decipher, decompile, disassemble, reproduce, modify, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform or Services (including without limitation, any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Platform or Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws, codes, and regulations. In the event of your breach of this Clause 3j, you understand that your violations may render monetary damages an inadequate remedy. Thus upon such breach, We shall be entitled, but not limited to, injunctive or equitable relief to preserve Our rights under the Commercial Terms, and in addition, may recover all reasonable costs and attorney’s fees incurred in seeking such remedies.
4. Accuracy of Information

We try to offer reliable services, but cannot promise that the Content and materials provided through the Services will always be available, accurate, complete and up-to-date.  You agree that UNiDAYS is not responsible for and that you will not attempt to hold Us or Our providers liable for errors, inaccuracies or lack of availability. We reserve the right to modify, suspend, or terminate all or part of the Platform or Services for any reason.

5. Term and Termination
  1. Unless specified otherwise in an Order, the Commercial Terms will apply from the date you register your account (the “Commencement Date”) and continue until terminated by either party as contemplated under the Commercial Terms.
  2. We may (i) terminate your access to all or any part of the Platform or Services at any time and for any reason, by way of immediate notice, which may result in the forfeiture and destruction of all information associated with your account, (ii) remove any special status associated with your account, (iii) remove, not display and or demote your offers, and )iv) take technical and/or legal steps to prevent you from using the Services. If you take action to terminate your account, We will remove your information as soon as practicable following the termination, though Content that has been shared and made public may remain visible. 
  3. Termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Commercial Terms which existed at or before the date of termination.
6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
  1. “Liability” as used herein, means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
  2. Nothing in these Commercial Terms excludes or limits a party’s Liability for (i) death or personal injury due to its negligence or any Liability which is due to its fraud; or (ii) any other Liability which it is not permitted to exclude or limit by law.
  3. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH, WE PROVIDE THE PLATFORM AND SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND OUR AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.  WITHOUT LIMITING THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  4. If you have agreed to these Commercial Terms with Unidays Inc: 
    1. EXCEPT WITH RESPECT TO EACH PARTY’S OBLIGATIONS UNDER CLAUSES 2, 3, 7, AND 12(L) (“EXCEPTION CONDITION”), IN NO EVENT WILL EACH PARTY’S COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE COMMERCIAL TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO US IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
    2. IN NO EVENT WILL EACH PARTY’S COLLECTIVE AGGREGATE LIABILITY UNDER THE EXCEPTION CONDITION EXCEED THE GREATER OF (i) THREE (3) TIMES THE TOTAL AMOUNT PAID OR PAYABLE TO US BY YOU IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (ii) TEN THOUSAND US DOLLARS ($10,000.00). 
    3. EXCEPT WITH RESPECT TO THE EXCEPTION CONDITION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE COMMERCIAL TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  5. If you have agreed to these Commercial Terms with Myunidays Limited:
    1. Subject to Clause 6b, We shall not have any Liability for any damage, loss, liability, claims, costs or expenses which were caused or contributed to by you continuing to use the Services if You believe, have been told they, or should have known were defective.
    2. Except for losses under Clauses 2, 3, 6b, 7, and 12l (Data), neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, contracts or production or for any indirect or consequential loss or damages.
    3. Each party is required to take steps to mitigate any loss, damage, costs or expenses that it may suffer.
    4. Except for losses under Clauses 2, 3, 6, 7, and 12l (Data), neither party will have any Liability to the other in excess of the total amount payable by You to Us under the Commercial Terms in the twelve (12) month period immediately before the breach which led to the Liability.
    5. All of the limits on Liability set out in this Clause 6e will apply for: Liability for breach of contract, Liability in tort (including negligence), Liability for breach of statutory duty, and/or Liability for breach of Common Law.
7. Confidentiality

Confidential Information” means all information disclosed by a party to the other party whether before or after the Commencement Date of the Commercial Terms, including (a) the existence and terms of the Commercial Terms; (b) any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party and the operations, processes, product information, know-how, designs, trade secrets, or software of the disclosing party; and (c) any information developed by the parties in the course of carrying out the Commercial Terms. Confidential Information does not include information that is part of the public domain through no fault of the party receiving the Confidential Information.

  1. Each party undertakes that it shall not at any time during the term of the Commercial Terms, and for a period of three (3) years after termination of the Commercial Terms (except for the confidentiality of trade secrets, which shall survive in perpetuity), disclose any of the other Party’s Confidential Information except as permitted by this Clause 7.

  2. Each Party may disclose the other party's Confidential Information:
    1. to its own employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Commercial Terms. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information complies with and/or has agreements in place substantially mirroring the terms of this Clause 7; and 
    2. when each Party is required to by law, a court of competent jurisdiction, or any governmental or regulatory authority. Prior to disclosing Confidential Information under this Clause 7, each party must give notice to the other party, and provide the other party a reasonable opportunity to participate in such disclosure, at the other party’s sole expense. 

  3. Other than as already mentioned in this Clause 7, the Parties shall not use the other's Confidential Information for any purpose other than to perform its obligations under the Commercial Terms. Each party shall protect and safeguard the other’s Confidential Information with at least the same degree of care as it would its own Confidential Information, but in no event less than a commercially reasonable degree of care. 
  4. In addition to any other remedies available to each party under this Clause 7, each party shall indemnify the other against any losses and liabilities arising out of its impermissible disclosure or use of the other’s Confidential Information, its affiliates, or any of its employees or representatives other than as authorized in the Commercial Terms.

  5. Upon termination or expiration of the Commercial Terms, and upon specific request thereafter, each party shall either return, or if requested, destroy all of the other’s Confidential Information. 

  6. Each Party recognizes that breach of this Clause 7 would result in irreparable harm to the other Party for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Clause 7.
8. Disputes
  1. Dispute Resolution. You may bring a claim only on your own behalf and cannot seek relief that would affect other parties. 

    THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

    Any notice under these Commercial Terms must be in writing and sent to the must be sent to the following address: 

    If you have agreed to these Commercial Terms with Myunidays Limited: 
    ATTN: General Counsel
    Myunidays Limited
    2 Castle Boulevard, 
    Nottingham NG7 1FB 

    If you have agreed to these CommercialTerms with Unidays Inc: 
    ATTN: General Counsel
    Unidays Inc.
    276 5th Ave. #900
    New York, NY 10001

    Notice of dispute sent to you will be sent to the address you submitted at the time you entered into the Commercial terms or the most recent address you’ve provided, if you have updated your information.

  2. Governing Law: 

    If you have agreed to these Commercial Terms with Myunidays Limited: 
    All claims between you and Us will be governed by and construed in accordance with the laws of England & Wales. You agree that any dispute arising from or relating to the subject matter of these terms shall be governed by the exclusive jurisdiction and venue of the courts of England & Wales, except where the jurisdiction and venue are mandated by applicable law.  We will still be allowed to apply for equitable remedies such as injunctive relief (or other equivalent types of urgent legal remedy) in any jurisdiction. 

    If you have agreed to these Commercial Terms with Unidays Inc.: 
    Any dispute, claim or controversy among the parties arising out of or relating to these Commercial Terms, and the parties’ rights and obligations under the Commercial Terms, are to be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be wholly performed in that state by persons residing or having their principal place of business therein, without giving effect to the State of New York’s conflict of laws rules to the extent those rules would require applying another jurisdiction’s laws.
9. Updates

We may modify or update these Commercial Terms or any other terms or policies which are applicable to the Services from time to time, including to accurately reflect the access or uses of the Platform and Services for business or commercial purposes, and thus We encourage you to check regularly for any updates. By continuing any access or use of any UNiDAYS Platform and Services for business or commercial purposes after any notice of an update to these Commercial Terms, you agree to be bound by such updated terms. Any updates or modifications will not apply retroactively and will become effective once they are posted by Us. If you do not agree to the updated terms, you must discontinue all access or use of the Platform and Services for business or commercial purposes.

10. Conflicting Terms; Supplemental Terms
If there is a conflict between the Commercial Terms and an existing contractual agreement between you and UNiDAYS, the existing contractual agreement shall govern to the extent of the conflict. To be clear, any and all terms in the Commercial Terms that any such existing agreement does not include shall be effective.

The Supplemental Terms, Orders, and other policies may also apply to your use of certain Services. In the event of a conflict between the Commercial Terms and any Supplemental Terms or Orders, the order of precedence shall be as follows (as applicable): (i) Order, (ii) Supplemental Terms, and (iii) the Commercial Terms. 

Please note the following:

  1. If your Content or advertising is placed on the Platform, it must comply with Our Acceptable Ad Policy.

  2. If you use any service UNiDAYS makes available to display, facilitate the sale of, and/or sell products or services to consumers or users, you agree to Our Commercial Products Agreement.

  3. If you use Our self-service advertising products (“Unidays Platform Manager” or “UPM”) for the creation, submission and/or delivery of any Content or other advertising or commercial activity, you agree to Our Self-Serve Terms.

  4. If you administer a Student Event (e.g. sweepstakes, contests), you agree to Our Student Events Policy.

  5. If you use or intend to use any student verification services from Us or any third party, you agree to the Verification Terms.

  6. If you agree to any separate insertion orders, work orders, server orders, or other mutually negotiated agreement (each, an “Order”), then you must agree and comply with the terms of such Order.

    Collectively, 10a, 10b, 10c, 10d, 10e, and 10f, the “Supplemental Terms
11. Fees
  1. Fees may be specified in an Order, invoice, or on the Platform and shall be paid in accordance with the payment terms specified in the applicable Order, invoice, or as set out on the Platform. 
  2. All amounts due under the Commercial Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 
  3. You are responsible for all taxes, and any duties and charges of any kind imposed on you by any governmental or regulatory authority. 
  4. Your payment of Our invoices shall in no way be conditioned or delayed upon Your receipt of payment from any third party. 
  5. If you are accessing the Services on behalf of a third party: you shall procure that payment of fees is made such third-party and shall be responsible for the payment of all sums payable if such third-party does not make timely payment. 
  6. If you have appointed a third party to make payment of fees: in the event of non-payment by such party in accordance with the applicable payment terms, You shall be responsible for all sums payable.
  7. Until We have received cash or cleared funds in Our bank account, We will not consider that any payment has been made. 
  8. Within thirty (30) calendar days following termination or expiration of this the Commercial Terms or any Order, you will, as applicable, remit payment to Us for all undisputed amounts due and payable for Services completed by Us and accepted by you prior to the effective date of termination or date of expiration. 
  9. You are not permitted to withhold undisputed fees for any reason. Undisputed fees not paid when due will bear interest from the original due date at the maximum rate of interest permitted by applicable law. We may apply any amounts you pay to Us towards interest from late payments before applying it towards other sums due. Additionally, If We do not receive full payment of all undisputed fees due to Us within seven (7) calendar days of the invoice’s due date, then, without limiting Our remedies, We may, at Our sole discretion: 
    1. immediately, temporarily or permanently withhold or suspend the Services; 
    2. immediately, temporarily, or permanently remove any or all of Your Promotions or Content from the Platform;
    3. charge and collect reasonable expenses incurred in Our efforts to collect unpaid fees, including, without limitation, late fees, court costs and reasonable attorneys’ fees; and/or
    4. non-payment of an invoice or any portion of an invoice, in the absence of a good-faith dispute as to the amount at issue, will constitute a material breach of the Commercial Terms. 
  10. If you have agreed to these Commercial Terms with Myunidays Limited: 
    All amounts payable by you under the Commercial Terms are exclusive of amounts in respect of applicable value added tax chargeable (“VAT”). Upon receipt of a VAT invoice from Us, you shall pay to Us such additional amounts in respect of VAT as are chargeable at the same time as payment is due for Our Services as set out in the Order or invoice. Unless otherwise specified, all fees must be paid in Pounds Sterling. 
  11. If you have agreed to these Commercial Terms with Unidays Inc.: 
    Unless otherwise specified, all fees must be paid in US Dollars and are not subject to any deductions, credits or other set-offs.
12. Other
  1. Entire Agreement. These Commercial Terms and all other applicable terms and policies constitute the entire agreement between the parties and supersede all previous or contemporaneous correspondence, negotiations, understandings, and agreements between the parties with respect to its subject matter.
  2. Survival. All provisions of these Commercial Terms, which by their nature should survive termination shall survive termination, including without limitation, confidentiality, intellectual property rights, licensing, ownership provisions, non-reverse engineering, warranty disclaimers, indemnities, and limitations of liability.
  3. Severability. If any provision of these Commercial Terms is found to be unenforceable, then such provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law).  If an unenforceable provision is modified or disregarded as described herein, all other provisions of the Commercial Terms are to remain in effect as written.
  4. Force Majeure. Neither party will be in breach of these Commercial Terms or liable for any delay in performing, or failing to perform, any respective obligations if the delay or failure is caused by a Force Majeure (defined below) provided that the affected party (i) uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid adverse impact on the other; (ii) performs its duties to the extent reasonably possible; and  (iii) resumes performance as soon as reasonably practicable. Where a Force Majeure occurs, the affected Party will be entitled to a reasonable extension of time to perform any delayed obligations. If delay or non-performance caused by the Force Majeure lasts for thirty (30) calendar days or more, the party who is not affected may terminate the Commercial Terms by giving the affected party thirty (30) calendar days' written notice. A party may not rely upon this clause to excuse the performance of its obligations if the party is reasonably able to perform its obligations during the Force Majeure event.

    “Force Majeure” means any circumstance outside a party’s reasonable control, including: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, riots, war, threat of or preparation for war; imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota, or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute; non-performance by server hosts; and interruption or failure of utility service.
  5. Headings and Descriptions. The descriptive headings in these Commercial Terms are for convenience and are not intended to affect the meaning or interpretation.  The words “including,” “include,” and “includes” are not limiting and are to be read as if they were followed by the phrase “without limitation.”  
  6. Amendment. Any amendment proposed by you under or related to the Commercial Terms must be made in writing and refer specifically to the respective portion of the  Commercial Terms and be explicitly agreed to and signed by Us. 
  7. Our Compliance. Nothing in these Commercial Terms shall prevent Us from complying with the law.
  8. Waiver. If either party fails to enforce any of these Commercial Terms, it shall not be considered a waiver of any right or remedy. If either party confirms in writing that it will waive a breach by the other party (“Infringing Party”), this does not mean that the Infringing Party will not be liable for any other breach of the same provision, or of any other provision in the Commercial Terms.
  9. No Assignment. You will not transfer or assign any of your rights or obligations under these Commercial Terms to anyone else without Our explicit, written consent. All of Our rights and obligations under these Commercial Terms are freely assignable by Us in connection with a merger, acquisition, or sale of majority of assets, or by operation of law or otherwise.
  10. No Agency; No Third Party Rights. These Commercial Terms do not establish a partnership, joint venture, or agency relationship between the parties.  Neither party may, has the power to, or may represent that it can, assume or create any obligation or liability on the other party’s behalf.  These Commercial Terms do not confer any third-party beneficiary rights.
  11. Rights Reserved. We reserve all rights not expressly granted to you.
  12. Data: You acknowledge that We may collect and store information regarding the use of Our Platform and Services and may use such information for any legitimate purpose (including marketing and promotion), including improving the performance of the Services. Please see the privacy policy at https://corporate.myunidays.com/privacy-policy for information on the data that We may collect from you and all associated rights. 

    GDPR: If you have agreed to these Commercial Terms with Myunidays Limited: each party agrees to undertake to comply with: (i) the General Data Protection Regulation 2016 (“GDPR”); (ii)  the Data Protection Act 2018 (the “Act”) in the UK; (iii) any other applicable law relating to the processing, privacy and/or use of personal data, as applicable to either party and/or to the Content, the Platform or the Services; (iv) any laws which implement any such laws; and (v) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; in connection with the Commercial Terms and We and you shall ensure that each of its respective employees, agents and subcontractors observe the provisions of GDPR, the Act, and other data protection laws (as applicable) or any amendments and re-enactments of the same from time to time. You also agree not to use personal data of Our members/users for any purposes not explicitly set out in the Member Privacy Policy, including but not limited to GDPR’s restrictions involving automated decision making. In addition, Each party agrees to comply with the provisions of the Data Processing Appendix to the extent the provisions of such Appendix are relevant to the data sharing that is carried out between the parties under the Commercial Terms. 

    CCPA: If you have agreed to these Commercial Terms with Unidays Inc.: each party agrees to undertake to comply with the California Consumer Privacy Act and any other applicable law relating to the processing, privacy and/or use of personal data, as applicable to either party and/or to the Content, the Platform or the Services.

Effective date: 21 April 2020