Red Gate Software Limited Terms and Conditions for Advertising

1. Definitions

Advertising Services: The advertising services to be provided by the Publisher as specified in the Order Form.

Advertisement: Any advertisement that the Publisher shall make available to the public through the Media in accordance with this Contract.

Advertiser: The company, partnership, sole trader or individual who books the Advertising Services, and whose details are set out in the Order Form.

Advertising Period: The period during which the Publisher agrees to perform the Advertising Services as specified in the Order Form.

Conditions: These terms and conditions, as varied from time to time by the Publisher and accepted by the Advertiser.

Contract: The contract between the Publisher and the Advertiser incorporating the Conditions and the Order Form, as defined in clause 2.2.

Copy: The advertising copy or any other content or materials supplied by the Advertiser to the Publisher (whether in the form of artwork, photographs, graphics, audio or visual material, illustrative material, articles, features or words) which either constitutes the Advertisement or may be used by the Publisher to create an Advertisement.

Copy Deadline: The time and date indicated on the Order Form, which shall be the latest date and time by which the Advertiser must supply the Copy to the Publisher.

Group Company: Any subsidiary or subsidiary undertaking or holding company or parent undertaking of the Publisher.

Intellectual Property: Any copyright, extended or revived copyright, design right, registered design right, patent, performer’s property right, trademark, brand, logo, database right or any similar right exercisable in any part of the world, where registered or unregistered, including any application for registration of any patent, trademark, registered design or similar registrable rights in any part of the world.

Media: the Publisher will make available the Advertisements on the following website: https://db-engines.com.

Order Form: The Advertising Services including the details of the booking which is sent by the Publisher to the Advertiser in the form of an Order Form.

Price: The price payable by the Advertiser to the Publisher in respect of the Advertising Services as set out in the Order Form.

Publisher: Red Gate Software Limited (company number 03857576) whose registered office is at Cavendish House, Cambridge Business Park, Cambridge, United Kingdom, CB4 0XB

Website: The website, as specified in the Order Form, which is either published by or on behalf of the Publisher.

2. Contract

2.1 The Contract is made between (1) the Publisher and (2) the Advertiser.

2.2 A binding contract relating to the Advertising Services will be entered into by the parties on the date the last party signs the Order Form. If an Order Form relates to more than one Advertising Service, each Advertising Service shall be treated as a separate contract.

2.3 No variation of these Conditions or any Contract shall be binding unless agreed in writing and signed by an authorised representative on behalf of both parties.

2.4 The Publisher reserves the right, without liability, to cancel the Contract and/or omit any Advertisement if: (a) the Copy is not reasonably acceptable to the Publisher; or (b) the Copy is or may, in the reasonable opinion of the Publisher, be obscene, blasphemous, libellous, defamatory, indecent, inaccurate, misleading, inappropriate, in contravention of any applicable laws, rules, regulations, guidance or codes of practice or give rise to any claims or complaints from a third party; or (c) the Copy infringes or may infringe the intellectual property or proprietary rights of any person, or (d) the Advertiser is in breach of these Conditions; or (e) the Media is suspended or ceases to be published or operated by the Publisher for any reason.

3. Publication

3.1 Nothing in these Conditions or any Contract shall prevent or restrict the Publisher from redesigning or rebranding the Media.

3.2 The Publisher shall use reasonable endeavours to perform the Advertising Services in accordance with the Order Form. Notwithstanding the generality of the foregoing, the Publisher reserves the right for any reason to:

3.2.1 move any Advertisement within the Media to a place which, in the reasonable opinion of the Publisher, is comparable to the original place agreed with the Advertiser; or

3.2.2 display any Advertisement in a comparable medium to that Media stated in the Order Form; or

3.2.3 alter the Advertising Period, provided that the revised Advertising Period is equivalent in length to that originally agreed with the Publisher.

3.3 The Publisher may display any adverts for products or services which compete with those of the Advertiser (“Competing Advertisement”).

3.4 The Publisher shall be under no liability whatsoever to the Advertiser or any other person if it is unable to comply with the terms of any Contract for any reason beyond its reasonable control including without prejudice to the generality of the foregoing any Act of God, war, terrorism, fire, flood, failure of the internet, failure of power supply, shortage or labour or supplies, strike or any action taken by employees, agents, sub-contractors or otherwise.

3.5 The Publisher shall have the right in its sole discretion to adapt, amend, vary or edit Copy so as to ensure that it complies with paragraph 2.4. Such right shall be without prejudice to any of the Publisher’s rights under these Conditions.

3.6 The Advertiser must notify the Publisher immediately in writing of any inaccuracy with the Copy or Advertisement.

3.7 It is the responsibility of the Advertiser to supply the Publisher with Copy before the Copy Deadline and the Advertiser acknowledges that time is of the essence. If Advertising Services are not performed as a result of or in relation to the Advertiser’s failure to deliver suitable Copy before the Copy Deadline, the Price remains payable in full.

4. Online and Digital Advertising

4.1 If the Advertiser fails to deliver suitable Copy by the Copy Deadline, the Price remains payable in full. The Advertiser shall be not entitled to request any corrections to the Copy.

4.2 The Advertiser hereby grants the Publisher a non-exclusive licence to use the Advertiser’s trademarks, logos and any other Intellectual Property Rights belonging to the Advertiser for the purposes of providing the Advertising Services in accordance with this Contract, and as otherwise agreed.

5. Warranties and Indemnity

5.1 The Advertiser warrants and represents to the Publisher that:

(a) It has the power, authority and capacity to enter into the Contract with the Publisher;

(b) The Copy will not be, and will not contain links to content that is obscene, blasphemous, libellous, defamatory, offensive, indecent, inaccurate or misleading as to price, promoting the use of illegal substances or illegal activities, pornographic, racist, spam mail, fraud, pyramid schemes, contrary to public policy or related to investment opportunities or advice not permitted by law or in any other way and will not contravene any applicable laws, rules, regulations or advertising codes (including, without limitation, all codes of practice issued by the Advertising Standards Authority or the Committee of Advertising Practice);

(c) The Advertiser is the legal and beneficial owner of all intellectual property, privacy and proprietary rights in the Copy or it has the right to use and to permit the Publisher and if applicable, the Third Party to use and exploit the same in accordance with these Conditions and the Contract;

(d) The use of the Copy to create an Advertisement and the publication of an Advertisement in accordance with the Order Form does not and will not infringe the intellectual property, privacy or proprietary rights of a third party.

5.2 The Advertiser shall indemnify the Publisher in full and on demand from and against any loss (including, without limitation, economic loss, loss of profit, loss of goodwill, loss of contracts, loss of business, loss of reputation or like loss), third party actions, causes of action, claims, demands, liabilities, costs, damage, expenses (including legal expenses incurred in enforcing this indemnity) or expenses suffered or incurred by the Publisher in relation to any allegation that the Advertising Services and/or Copy infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). THE LIMITATIONS SET FORTH IN SECTION 5.3 SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM IP CLAIM CONTAINED IN THIS CLAUSE 5.2 OF THIS AGREEMENT.

5.3 Each party’s total liability to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Fees paid by Advertiser under the Order Form.

5.3 The Publisher makes no warranties of any kind, whether express or implied that the Website will meet any requirements of the Advertiser or will be uninterrupted, timely, secure or error free. In addition, the Publisher makes no warranties or representations in relation to the number of people which may be expected to visit the Website.

6. Cancellations

6.1. Any Advertiser who cancels the Contract will be charged the Price in full.

6.2 In the event that the Media is suspended or ceases to be published by the Publisher, the Publisher shall use reasonable efforts to inform the Advertiser as soon as reasonably possible and shall be entitled to cancel the Contract or place the Advertisement on comparable Media at the Publisher’s sole discretion without any liability whatsoever to the Advertiser. The Advertiser shall remain liable for the Price due in respect of the Advertising Services performed during the Advertising Period prior to the date on which the Advertisement ceases to be published on the Media.

7. Payment

7.1 The Advertiser shall pay the Publisher the Price within 30 days from the date of an invoice, unless otherwise specified in the Order Form.

7.2 If the Advertiser fails to pay sums due to the Publisher by the due date for payment, the Publisher reserves the right to suspend the provision of the Advertising Services and to charge interest up to the date of actual payment after, as well as before, judgement at the rate under the late payment of Commercial Debts (Interest) Act (the “Act”) together with fixed sum compensation under the Act to accrue on a daily basis, compounded quarterly. The Advertiser will be liable for all expenses (including legal expenses) incurred by the Publisher in collecting overdue amounts.

8. Errors

8.1 Although every effort is made to avoid errors, should they occur the Advertiser acknowledges and accepts that Publisher will not be liable to the Advertiser for breach of Contract or in any other manner whatsoever where:

8.1.1 The error is due to inaccurate, incomplete or imprecise instructions from the Advertiser; or

8.1.2 The Copy has only been submitted verbally to the Publisher; or

8.1.3 The Copy is not supplied until after the Copy Deadline.

8.2 The Publisher’s aggregate liability to the Advertiser pursuant to any Contract (including these Conditions), whether in contract, tort (including negligence), breach of statutory duty or otherwise shall (except in relation to death or personal injury resulting from its negligence) be limited to the total Price payable by the Advertiser to the Publisher under that Contract in relation to the Advertising Services. The Publisher shall not be liable to the Advertiser for any special, indirect or consequential loss including, without limitation, economic loss or any loss of profit, loss of revenue, loss of contracts, loss of business, loss of goodwill, loss of reputation or like loss.

8.3 If the Publisher is liable to the Advertiser pursuant to these Conditions for an error of the Publisher, the Publisher shall (unless otherwise agreed in writing) either re-perform the Advertising Services in such manner and during such period as may be agreed between the parties or, if applicable, reimburse a percentage of the Price equal to the percentage loss of response which can, in the Publisher’s reasonable opinion, be attributed to that error. For the avoidance of doubt, the Publisher’s liability to the Advertiser for such error shall be limited in accordance with paragraph 8.2.

9. General and Jurisdiction

9.1 Each Contract shall be governed by these Conditions (together with the Order Form), which represent the entire agreement between the parties in relation to the subject matter and supersede all prior agreements and understandings between the parties. In the event of any conflict between these Conditions and any terms or conditions incorporated in any form of offer, quotation or other correspondence or documentation submitted by the Advertiser, these Conditions shall prevail.

9.2 The invalidity, illegality or unenforceability of any provision of these Conditions shall not affect the continuing validity, legality and enforceability of the remainder of these Conditions.

9.3 Nothing in these Conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party the agent or employee of the other for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

9.4 The Advertiser shall not be entitled to assign the Contract without the prior written consent of the Publisher. The Publisher shall be entitled to sub-contract the whole or any part of its obligations under the Contract and to assign the Contract.

9.5 A failure or delay by the Publisher to exercise any right or remedy under the Contract shall not constitute a waiver of such rights or remedy.

9.6 Any variation to the terms of this Agreement shall be agreed in writing between the parties, save that the parties specifically agree that a variation to terms set out in the Order Form may be agreed by both parties by email.

9.7 The Contract shall be governed by the laws of England and each party submits to the exclusive jurisdiction of the English Courts save that the Publisher reserves the right to take action against the Advertiser in any other jurisdiction.

9.8 A person who is not a party to the Contract shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions.

9.9 The Publisher shall be entitled to include the Copy and/or any other materials supplied to or created by the Publisher in connection with the Advertisement in any of its marketing or promotional materials.