1.

1. Yolo Travel Network may at any time vary the Rates in the event that BT plc alters the rates paid to Yolo Travel Network , but shall give the Member 30 days written notice of such change

2. Yolo Travel Network shall make payment to the Member- a minimum of 45 days from the end of the month in which the traffic was generated.

3. In the event that OFCOM, or any other regulatory body, or BT plc or any other Carrier with which Yolo Travel Network contracts make retrospective price adjustments to revenues paid to Yolo Travel Network which result in Yolo Travel Network having overpaid the Member, then Yolo Travel Network at its sole discretion and without prejudice to Yolo Travel Network rights to re-claim such overpayment from the Member, may deduct from subsequent payments to the Member, sufficient revenues to reflect the sums overpaid to the Member.

4. The Member’s Call Minutes shall be calculated according to data logged by Yolo Travel Network which shall be accepted, except in the case of manifest error, as being conclusive for the determination of revenues due to the Member.

5. Yolo Travel Network shall at its sole discretion, not pay any fees to the Member for Call Minutes generated on Service Numbers allocated in the following circumstances;

   1. Where there has been Fraud Traffic, and it shall be accepted that Yolo Travel Network decision (at its sole discretion) shall be final and binding.

   2. Where BT plc, and any other Carrier with which Yolo Travel Network does business with, will not pay Yolo Travel Network for traffic generated.

   3. Where the Member exceeds the fair use limits imposed by Yolo Travel Network

6. Yolo Travel Network reserves the right to reclaim and terminate the provision of services through any Service Number that produces less than 25 minutes per month for four consecutive months. Such numbers shall be reclaimed and the service terminated upon Yolo Travel Network giving the Member 14 days notice.

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1. INTELLECTUAL PROPERTY RIGHTS

   1. All Intellectual Property Rights owned by one party shall remain vested in such party, and for clarity, and avoidance of doubt;

      1. The Intellectual Property Rights of the Service Numbers shall be vested in Yolo Travel Network ;

      2. Information provided to the Member by Yolo Travel Network pursuant to this Agreement, pertaining to the Member’s End Users is the property of the Member.

2. CONFIDENTIALITY

   1. During and after the period while this Agreement remains in force, both parties shall not disclose to any third party the information gained in connection with this Agreement, nor the terms and payments due, but each parties may disclose to its officers and employees such information as may be required for them to fulfil their proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement.

   2. The obligations of confidence, and restrictions on disclosure shall not apply in the following circumstances;

      1. Where such information was already known prior to this Agreement;

      2. Where a third party, who did obtain the same from the disclosing party, disclosed such information to it lawfully; or

      3. Where disclosure is required by law.

   3. Yolo Travel Network shall have the unconditional and irrevocable right to disclose the identity and address of the Member and any End User in the event of any complaint received from any regulatory or governmental body, PHONE PAY PLUS or BT plc, or any licensed telecoms carrier, in connection with services offered by the Member

3. LIMITATION OF LIABILITY

   1. Yolo Travel Network shall not be liable for any indirect, incidental, special or consequential damages or for interrupted communications, lost data, or loss of profit, or economic loss arising out of or in connection with this Agreement and in particular shall not be liable for any delay in rectification of any such problem.

   2. Yolo Travel Network is not responsible for any incurred call charges to the service numbers provided to the re-seller.

   3. Direct damages caused as a result of Yolo Travel Network breaches of this Agreement shall in any event be limited to the previous 1 months revenue generated by the Member, and received by Yolo Travel Network, but in no event shall exceed for £1,000 for any one event or series of events.

   4. Yolo Travel Network shall not be liable for any interruption, delay or failure in service resulting from matters outside its control including but not limited to: acts of god, war, strikes, government action, fire, flood, embargoes, termination of or refusal to grant a licence, storm, riot, power failure, damage to or loss of its equipment or interruption, failure or delay in any service provided to Yolo Travel Network by any third party. In such an event, the Member may still exercise its rights of termination set out in this agreement.

   5. Yolo Travel Network shall have no liability to the Member in respect of any demand or claim where;

      1. The demand or claim arises as a result of the Member’s negligence, misconduct or breach of this Agreement;

      2. If the Member does not immediately notify Yolo Travel Network of any claim;

      3. If the Member does not give Yolo Travel Network full authority to deal with the claim, or does not provide information and cooperation for Yolo Travel Network to defend the claim.

4. INDEMNITY

   1. Without prejudice to any other indemnity referred to in this or any other Agreement, the Member agrees to indemnify Yolo Travel Network and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, including any made by a third party, arising out of the Member’s or End User’s use of the service and all costs relating thereto. The Member agrees not to hold Yolo Travel Network and its parent, subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of Yolo Travel Network software or services, in particular, but not limited to; the use or impossibility to use the Service, confidence in information obtained, errors and omissions, defects, viruses, delay in transmission, interruption of service or loss of data

   2. The Member agrees to indemnify Yolo Travel Network, and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, arising from any act of the Member or third party including but not limited to;

      1. A breach or allegation of breach of the conditions of this Agreement;

      2. Negligence, misconduct or any allegation of negligence or misconduct by the Member or by any third party;

      3. The marketing or promotion undertaken by or on behalf of the Member;

      4. The service content provided or marketed by or on behalf of the Member.

5. TERM & TERMINATION

   1. Yolo Travel Network may terminate this Agreement with immediate effect by giving notice at any time, if;

      1. The Member does not comply with the terms of this Agreement;

      2. The Member says, or appears to intend, that it will not abide by the terms of this Agreement;

      3. Yolo Travel Network, or the Member, is instructed by, or receives any complaint or objection from BT Plc, any Carrier with whom it Contracts, OFCOM, or regulatory or governmental body.

6. GENERAL

   1. This Agreement represents the entire understanding between the two parties. No other prior arrangements, representations or understandings, orally or in writing have any validity.

   2. Yolo Travel Network rights and powers under this Agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this Agreement is not enforceable it will not affect the remainder.

7. 11. TECHNICAL SUPPORT

   1. In the event that the Member becomes aware of any faults with the service, it shall notify Yolo Travel Network as soon as is practicably possible.