Terms of Service

Terms of Service

These Terms of Service set out the terms and conditions upon which you (the Client) and your Affiliates may use the Mention Me Services, by using the Services, you agree to accept these Terms of Service. These Terms of Service serve as the master agreement governing your relationship with Mention Me. Any Product Terms and the Data Processing Agreement are supplemental agreements that, together with these Terms of Service, constitute the entire agreement between you and Mention Me regarding your use of specific products or Services.

IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE DO NOT USE THE MENTION ME SERVICES.

1. The Services

   1. Mention Me shall provide the Services detailed in the Order Form with commercially reasonable skill and care on and subject to the terms of this Agreement.
   2. The Client may allow its Affiliates to access the Platform and use the Services provided that:
      1. where the context requires, references to the "Client" in this Agreement shall be construed as referring to the Client's Group;
      2. the Client ensures that its Affiliates comply with the terms and conditions of this Agreement
      3. the Client remains responsible for Affiliate's acts and omissions
      4. any Active Customers of the Client's Affiliates will count towards the Client's total number of Active Customers; and
      5. any claims will be brought against Mention Me by the Client on behalf of its Group.
         
   3. Mention Me shall not be liable for any failure to provide the Services to the extent such failure is caused by a failure of the Client to comply with the Client Responsibilities in clause 2.
   4. Either party may suspend visibility of any part of the Service where the suspension is necessary to enable Mention Me or the Client to address any issues that might impair the performance or function of a Service or the Client Website and/or which either party reasonably considers may be damaging to the Client, Mention Me or any End User. Both parties agree to use all reasonable efforts to notify the other party before suspending visibility of a Service. In the event that prior notification is not possible, notification will be provided as soon as it is reasonably practicable to do so.
   5. Mention Me may temporarily suspend the Platform for repair or maintenance or upgrade work with or without notice.
   6. The Platform and Software are provided 'as is'. Mention Me shall use commercially reasonable efforts to resolve any issues promptly.
   7. Mention Me is not liable for Service failures caused by Client non-compliance with its responsibilities.
   8. Mention Me will use reasonable efforts to implement Client-requested changes but does not guarantee support and may charge additional fees (such fees to be mutually agreed prior to any work bein undertaken) for material changes.
   9. Certain products and services offered through the Platform may be subject to additional product-specific terms and conditions ("Product Terms"). Where Product Terms apply, they supplement and form part of this Agreement. You will be presented with the applicable Product Terms before accessing or using such products, and your use of the product constitutes acceptance of those Product Terms.

2. Client Responsibilities

   1. The Client acknowledges that many elements of the Platform are configurable and customisable by the Client or by Mention Me at the Client's request.. The Client shall approve and accept responsibility for the Platform Configuration on the Launch Date and approve any subsequent material changes to that Configuration. Subject to clause 10, Mention Me shall not make changes to the agreed Configuration without express Client approval.
   2. Client employees, agents, partners for independent contractors may be granted log-in access to the platform for administrative and customer service purposes (Authorised Users). The Client shall be solely responsible for:
      1. which personnel are granted access, the level of access and/or nominating individual administrators who are responsible within their organisation for doing this;
      2. revoking the access of any of its Authorised Users;
      3. ensuring Authorised Users maintain the safety and security of their log-in details;
      4. informing Mention Me immediately of any loss, theft or misuse of Authorised User log in details;
      5. ensuring Authorised User accounts cannot be shared or used by more than one individual and (if relevant) ensuring the number of Authorised Users and their level of accesss not exceeded; and
      6. informing Mention Me promptly of any breach of the above sub-clauses.
   3. Mention Me shall not be responsible for and shall be held harmless by the Client in respect of any claims or losses which result from:
      1. unauthorised access to the Platform made using the log-in details of an Authorised User of the Client following the loss or theft of those details; and
      2. any misuse of the Platform made by an Authorised User of the Client.
   4. Client agrees that it shall only use the Platform for its own business purposes as contemplated by this Agreement and in accordance with all applicable laws.
   5. Client agrees to not (and shall ensure that End Users and Authorised Users do not) submit any sensitive personal data, including health information, biometric data or government identification numbers though the website, the Platform, the Services or support tools.
   6. Client agrees to not (and shall ensure that End Users and Authorised Users do not) use the Services to upload, transmit or distribute any unlawful, abusive, infringing or harmful content.
   7. Client is not permitted to:
      1. Scrape content or store content of the Platform on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of the Platform; or
      2. Attempt to circumvent security or interfere with the proper working of the Platform or the servers on which it is hosted.

3. Fees and Payment

   1. Except where a free trial is being offered in accordance with clause 8, the Fees shall consist of an annual fee (Annual Fee)  or Monthly Fee and any such other fees as set out in the Order Form.

      For Annual Contracts only
      

   2. The Fees shall consist of an annual fee (Annual Fee) and any such other fees as set out in the Order Form.

   3. Charging of the Annual Fee will commence on the Effective Date. The Annual Fee shall be invoiced on the Effective Date and thereafter on each Renewal Date (or within 30 days of the start of the period to which it relates).

   4. Payment may be made by credit or debit card or may be invoiced by us in accordance with this section. Mention Me accepts payment by most major credit and debit cards. Online payment transactions are subject to validation checks by your card issuer and Mention Me is not responsible if Client's card issuer declines to authorise payment for any reason. Mention Me is not responsible for any associated costs, including online handling fees or processing fees with making payment via credit or debit card.

   5. The Fee on each Renewal Date shall be determined in line with the Order Form. If the fee due on renewal is not set out on the Order Form then Mention Me reserves the right to increase the Fees at each Renewal Date by no more than 10% of the previous Contract Year value.

   6. All invoices must be paid within 30 days of the invoice date unless otherwise stated in the Order Form. Mention Me may, in its sole discretion, suspend provision of the Services if any undisputed sums owed by the Client are overdue for more than 14 days after being provided with a suspension notice by or on behalf of Mention Me.

   7. If the Client requires a purchase order number on its invoice, the Client hereby agrees to promptly provide Mention Me with the purchase order or purchase order number upon request. If the Client fails to provide Mention Me with a purchase order or purchase order number, Mention Me will invoice the Client without a purchase order number and the Client hereby agrees to pay such invoice. The parties agree that none of the terms and conditions in any purchase order issued by the Client will apply to or modify this Agreement.

      
      

      For Monthly Term Contracts only

   8. For Monthly Term contracts, the Monthly Fee (Monthly Fee) and any such other fees will be set out in the Order Form.

   9. Payments must be made monthly by direct debit on immediate payment terms.

   10. Payment may be made by credit or debit card in accordance with this section. Mention Me accepts payment by most major credit and debit cards. Online payment transactions are subject to validation checks by your card issuer and Mention Me is not responsible if Client's card issuer declines to authorise payment for any reason. Mention Me is not responsible for any associated costs, including online handling fees or processing fees with making payment via credit or debit card.

   11. Mention Me may suspend provision of the Services if any Monthly Fee remains unpaid for more than seven (7) days after the due date, provided Mention Me has given the Client not less than three (3) Working Days' prior written notice of such suspension.

   12. Mention Me reserves the right to increase the monthly fee payable under this Agreement up to ten percent (10%) at the end of each twelve (12) month period. 

       
       

       For all Contract Types

   13. If requested by Mention Me, the Client shall promptly provide to Mention Me information on its: number of Active Customers; Revenue; average order values; and such other information to enable Mention Me to calculate its Fees for the next Contract Year or validate that its Fees are accurate for that current Contract Year. The Client shall ensure such information is accurate, complete and not misleading.

   14. All fees are quoted and payable in the currency set out on the Order Form.

   15. The Fees do not include any direct or indirect taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes which shall (if applicable) be added to Mention Me’s invoice as required.

   16. Mention Me shall have the right to charge interest on overdue invoices or overdue amounts at the rate of 3% per annum above the base rate of Barclays Bank Plc, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.

   17. Invoices and any payments shall be paid without set off or deduction or counterclaim save for amounts disputed by the Client, acting reasonably and in good faith.

4. Intellectual Property

   1. Client acknowledges that Mention Me and/or its licensors own all Intellectual Property Rights and any other rights in or arising out of or in connection with the Platform, the Software and the Services, including any modifications, amendments, developments or updates made to the Platform, Software and/or Services after the date of this Agreement. Except as expressly stated in this Agreement, this Agreement does not grant the Client any Intellectual Property Rights or any other rights or licences in respect of the Platform, the Software or the Services.
   2. The Client agrees that all features and functionality in or which form part of the Platform are proprietary to Mention Me and/or its licensors and contains valuable confidential information and the Client warrants that it will not nor will it enable others to, copy, port, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the software or any services provided by Mention Me, or any part thereof.
   3. Subject to the terms and conditions of this Agreement, Mention Me hereby grants the Client, solely during the Term, a limited, non-exclusive, non-sublicensable, royalty free, fully revocable licence to use the Platform and any Intellectual Property Rights owned by Mention Me that are contained within the Platform solely in connection with the Client's (and its employees' and End Users') use of the Services as contemplated by this Agreement. Any rights not expressly granted to the Client under this clause in connection with the Platform or Mention Me's Intellectual Property Rights are reserved by Mention Me and its licensors.
   4. Subject to clause 4.5, Mention Me shall:
      1. defend and indemnify the Client from and against any claim brought against the Client by any third party alleging that the Client's use of the Services in accordance with this Agreement infringes any copyright, database right or registered trade mark, registered design right or registered patent in the United Kingdom (each an IP Claim); and
      2. pay, subject to clause 4.5, all reasonable costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
   5. The provisions of clause 4.4 shall not apply unless the Client:
      1. promptly (and in any event within 5 Working Days) notifies Mention Me upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
      2. makes no comment or admission and takes no action that may adversely affect Mention Me's ability to defend or settle the IP Claim;
      3. provides all assistance reasonably required by Mention Me subject to Mention Me paying the Client's reasonable costs; and
      4. gives Mention Me sole authority to defend or settle the IP Claim as Mention Me considers appropriate.
   6. The provisions of clause 6 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 4.4.
   7. In the event of any IP Claim Mention Me may elect to:
      1. procure for the Client the right to continue using the relevant Service (or any part thereof);
      2. modify or replace the infringing part of the Services (or any part thereof) to avoid the infringement or alleged infringement; or
      3. terminate the Agreement immediately by written notice and promptly refund to the Client on a pro- rata basis for any unused proportion of Fees paid in advance.

      This clause 4.7 is without prejudice to the Client's rights and remedies under clause 4.4.

   8. Mention Me shall have no liability or obligation under this clause 4 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
      1. any modification of the Services (or any part) without Mention Me's express written approval;
      2. any Client Content;
      3. any breach of the Agreement by the Client;
      4. Client's use of any external sites or applications in relation to any of the Services; and
      5. any user generated content.
   9. Subject to clause 6, the provisions of this clause 4 set out the Customer's sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
   10. Save as expressly permitted in accordance with this Agreement, the Client shall not, and shall not authorise any third party to, modify, merge, sell, network, rent, lease, assign, or create derivative works based upon, the Platform or the Software in whole or in part, transfer or redistribute in any manner the Platform or the Software, or reverse engineer, decompile or otherwise derive the source code form of any components provided by Mention Me in object code form.
   11. Mention Me acknowledges that the Client and/or its licensors own all Intellectual Property Rights in the Client Content and Client Marks. The Client hereby grants to Mention Me, solely during the Term, a limited, non- exclusive, non-sublicensable, royalty free, fully revocable licence to use, reproduce and display the Client Content (including any related registered and unregistered trademarks (Client Marks)) solely for the purposes of providing the Services as contemplated by this Agreement. Such licence shall be subject to any further written guidance with regard to the use of the Client Marks or Client Content that the Client provides to Mention Me. Any rights not expressly granted to Mention Me under this Agreement in connection with the Client Marks are reserved by the Client and its licensors.
   12. Mention Me hereby grants to the Client, solely during the Term, a limited, non-exclusive, non-sublicensable, royalty free, fully revocable licence to use, reproduce and display Mention Me's registered and unregistered trademarks and associated logos (Mention Me Marks) solely in connection with Client's Service(s). Such license shall be subject to any further written guidance with regard to the use of the Mention Me Marks that Mention Me Client provides to the Client. Any rights not expressly granted to the Client under this Agreement in connection with the Mention Me Marks are reserved by the Mention Me and its licensors.

5. Data Protection

   1. To the extent Mention Me processes Protected Data (as defined in the Data Processing Agreement), as a Data Processor, Mention Me shall process this data in accordance with the Data Processing Agreement.
   2. To the extent Mention Me processes Protected Data (as defined in the Data Processing Agreement), as a Data Controller, Mention Me shall process this data in accordance with the Data Protection Policy which can be found here.

6. Liability

   1. Clause 6 sets out the entire financial liability of each party to the other party:
      1. arising under or in connection with this Agreement;
      2. in respect of any use made by the Client of the Services, the Software, the Platform or any part of them; and
      3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
   2. Except as expressly and specifically provided in this Agreement all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
   3. Nothing in this Agreement excludes the liability of a party for (i) death or personal injury; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that may not be lawfully excluded.
   4. Subject to clause 6.3 and without prejudice to any specified liability provisions contained in the Data Processing Agreement:
      1. neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
      2. each party's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement (with the exception of sums payable in accordance with clause 3 and the recovery of the same) shall be limited to the total Fees paid for the Services during the 6 months immediately preceding the date on which the claim arose.

7. Confidentiality

   1. The Receiving Party shall hold all Confidential Information in confidence and, except as required by law or permitted herein, shall not disclose it to third parties or use it other than for performing obligations or exercising rights under this Agreement, unless requested or agreed by the disclosing party.
   2. Without prejudice to clause 7.1, the Receiving Party may disclose Confidential Information to its Affiliates, employees, agents and advisors (Representatives) who need to know such Confidential Information solely for implementing this Agreement, provided the Receiving Party remains responsible for its Representatives' compliance Each party shall ensure that its Representatives are bound by confidentiality agreements on terms no less onerous than this clause 7.
   3. Where the Client is the Disclosing Party, Mention Me may disclose Confidential Information to:
      1. third party partners and agencies (Partners) with the Client's prior written consent. Mention Me's obligations with respect to Confidential Information shared with its Partners ends when when the Client enters into its own agreement with the Partner; and
      2. potential investors, disclosing only such Confidential Information as is reasonably necessary in connection with a merger, acquisition or equity investment by a third party,

      Provided Mention Me ensures such Partners or investors are bound by confidentiality agreements on terms no less onerous than this clause 7 and remains responsible to the Client for their compliance.

   4. The Disclosing Party represents and warrants that it has the authority to disclose the Confidential Information to the Receiving Party (or its Representatives).
   5. Confidential Information remains the Disclosing Party's exclusive property. The Receiving Party acquires no rights, title, interest or licence in Confidential Information or to any embodied Intellectual Property Rights. The Receiving Party acknowledges breach may cause irreparable harm for which damages are inadequate. The Disclosing Party may seek injunctive relief or specific performance for any threatened or actual breach by the Receiving Party, its Representatives or others receiving Confidential Information under this Agreement.

8. Free Trials

   1. Mention Me may, at its sole discretion, offer a free trial of the Services. The duration of the trial and the specific features included shall be detailed in the applicable Order Form. On the expiry of the free trial, the Agreement may convert into a paid for service governed by the terms of this Agreement, and any Order Form. Mention Me reserves the right to modify, suspend, or terminate free trial offers at any time, without prior notice.

9. Term and Termination 

            For Annual Contracts only
   1. Except where a free trial is being offered in accordance with clause 8, this Agreement commences on the Effective Date and continues for the Minimum Period. Unless terminated under this clause 9, the Agreement automatically renews for 12 months upon the expiry of the Minimum Period(first Renewal Date) and thereafter for twelve months on each anniversary of the first Renewal Date (each of the first Renewal Date and each such anniversary being a Renewal Date). The Minimum Period and each renewal period shall constitute the Term.
   2. Either party may terminate the Agreement and/or any part of the Services on a Renewal Date by giving at least 30 days prior notice. Without such notice, the Agreement automatically renews.
      
      For Monthly Term Contracts only
   3. Unless terminated under this clause 9, the Agreement shall automatically renew for successive Monthly Terms upon the expiry of the Minimum Period. Unless terminated in accordance with this clause 9, the Agreement shall automatically renew for successive Monthly Terms.
   4. Either party may terminate this Agreement at the end of any Monthly Term by giving not less than 30 days prior notice to the other party. Without such notice, the Agreement automatically renews for the next Monthly Term.
      
      For all contracts
   5. This Agreement commences on the Effective Date and continues for the Minimum Period.
   6. Either party may terminate this Agreement without liability to the other if:
      1. the other party commits a material breach of any of the terms of this Agreement and (if remediable) fails to remedy that breach within 30 days of written notice; or
      2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court to make a winding-up order in relation to the other party; or
      3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
      4. a receiver is appointed over any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
      5. the other party makes an arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
      6. the other party ceases, or threatens to cease, to trade; or
      7. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt or insolvency.
      
      References to “the other party” regarding the Client, includes the Client’s Group to the extent Group members access Services under this Agreement. 
   7. Mention Me may terminate immediately, without notice, if itbelieves in its sole discretion, that the Platform is being used inappropriately, illegally, harmfully, dangerously, in violation of third party right or otherwise in breach of this Agreement Either party may terminate immediately without notice if either party has become or believes, in its sole discretion but acting reasonably, that it is likely to become subject to a third party claim.
   8. On termination or any reason:
      
      1. all licences granted under this Agreement immediately terminate;
      2. accured rights and surviving provisions remain unaffected ;
      3. Mention Me shall: (i) suspend the processing of the Protected Data as soon as possible; (ii) make Protected Data available to the Client in a reasonably requested mannor and format for up to 30 days post-termination and (iii) upon Client request, permanently remove all Protected Data and/ or Confidential Information from its systems where technically possible and legally permissible, and promptly confirm compliance in writingexcept as set out otherwise in this Agreement, the Client is not be entitled to any refund of Fees paid for the period during which the Services cease to be provided; and
      4. Client shall: (i) promptly cease sharing any Personal Data with Mention Me; (ii) remove any Mention Me javascript tags from the Client Website(s) any any other system integrations with the Platform
      5. Mention Me shall delete Client Protected Data in line with the Data Protection Agreement. If a non-renewing Client requests in writing that Protected Data be retained for a limited period, Mention Me may agree at its discretion and invoice monthly at 12.5% of the Annual Fee. Invoices are sent monthly in advance and payable per clause 3.

10. General

    1. Mention Me reserves the right to modify, amend, or update these Terms of Service at any time and at its sole discretion. Mention Me will provide notice of any material changes by:
       1. posting the updated Terms of Service on its website; and
       2. indicating the date of the last revision at the top of the Terms of Service.

       Your continued use of the services following the posting of any changes constitutes your acceptance of such changes. If you do not agree to any modification of these Terms of Service, you must immediately cease using the services.

    2. No term of this Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.
    3. Each of the parties warrants that it has full authority and power to enter into this Agreement and that it has obtained all necessary approvals to do so.
    4. Except for payment obligations, if a party is prevented or delayed in performing its obligations due to circumstances beyond its reasonable control, including, acts of war, terrorism, hurricanes, earthquakes, acts of God or of nature, strikes or other labour disputes, riots, or embargoes, such failure or delay will not be deemed to constitute a breach of this Agreement. The obligations remains in effect and must be performed as soon as reasonably practicable after the circumstances end, provided that if performance is prevented or delayed for more than ninety (90) days, the other party may terminate this Agreement with thirty (30) days' written notice.
    5. The Client agrees that Mention Me may change or update the Platform and/or Services without notice provided that such changes: (i) do not materially adversely affect the nature or quality of the Services; or (ii) are required to be made for legal or regulatory reasons. Any changes or updates are proprietary to Mention Me.
    6. Each party acknowledges that this Agreement (including the Data Processing Agreement) contains the whole agreement between the parties and shall supersede and terminate all prior agreements, undertakings and arrangements (both written and oral) between the parties relating to the subject matter of this Agreement. Furthermore, each party acknowledges that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.
    7. If Mention Me requests and the Client agrees then the Client shall: (i) assist Mention Me to create a case study and participate in blogs, testimonials, social media and other marketing activities which refer to the Client; and (ii) participate in beta testing, a joint presentation at an industry event and a presentation at a Mention Me event.
    8. Neither party will assign, subcontract, transfer or encumber any right or obligation under this Agreement, in whole or in part, without the other party's prior written consent (not to be unreasonably withheld or delayed) or except as expressly permitted in this Agreement. Mention Me may at any time:
       1. assign or transfer all or any of its rights or obligations under this Agreement to another member of its Group; and
       2. subcontract its obligations under this Agreement to a third party, provided that Mention Me will remain liable to the Client for performance of the relevant obligations.
    9. Any notice to be served on either party by the other shall be sent by pre-paid recorded delivery, registered post or email to the address of the relevant party shown on the Order Form or such other physical or electronic address as may be notified by one party to the other from time to time.
    10. If any provision of this Agreement is, or is found to be, illegal, invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall not be affected by such illegality, invalidity or unenforceability.
    11. Failure by a party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver by that party of the right at any time subsequently to enforce all terms and conditions of this Agreement.
    12. This Agreement shall be governed by and construed in accordance with English law.
    13. The parties hereby submit to the exclusive jurisdiction of the courts of England in respect of any dispute arising out of or in connection with this Agreement.