PLEASE READ THESE TERMS CAREFULLY

This agreement (“Customer Terms”) is a legal agreement between you (the “Customer”, “you”, “your”) and Exit Entry Limited, a company incorporated and registered in Ireland with company number 652238 whose registered office is at 45 The Rise, Mount Merrion, Co. Dublin, A94P2R7, Ireland (“Exit Entry” “us”, “we”, "our") for the www.[exitentry].com website, the Exit Entry mobile application software (the “App”); and the data supplied with the software, and the associated media (together, the “Platform”).

These Customer Terms are entered into on the date you click your agreement to them at the bottom on the Customer Terms (“Effective Date”).

When you register to use the Platform in order to list an Opportunity for Candidates to apply for, you accept and agree to be bound by the Customer Terms in relation to use of the Platform. We license use of the Platform to you on the basis of the Customer Terms and subject to any rules or policies applied by any appstore provider or operator from whose site (located at iTunes app store/Play app store) you downloaded the App. We remain the owners of the App at all times.

IMPORTANT NOTICE:

BY DOWNLOADING THE APP, USING THE PLATFORM AND/OR CLICKING ON THE "ACCEPT" BUTTON DURING THE REGISTRATION PROCESS, YOU AGREE TO THESE CUSTOMER TERMS.

IF YOU DO NOT AGREE TO THESE CUSTOMER TERMS, WE WILL NOT GRANT YOU ACCESS TO THE PLATFORM. BY CLICKING “ACCEPT” ON THESE CUSTOMER TERMS, YOU CONFIRM THAT YOU ARE OVER 18 AND ARE AUTHORISED TO ENTER INTO THIS AGREEMENT AND LEGALLY BIND THE CUSTOMER.

1. Interpretation

1.1 Capitalised terms shall have the meaning given to them in this clause 1.1, or, throughout the Customer Terms, as applicable:

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Platform, as further described in clause 2.2.2.

Business Day: a day other than a Saturday, Sunday or public holiday in Ireland.

Candidates: the candidates who sign-up to the Platform to apply for Opportunities posted by the Customer.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 and clause 11.6.

Customer Data: the data inputted by the Customer, Authorised Users, or the Exit Entry on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Data Protection Legislation: the GDPR, the Data Protection Acts 1988 – 2018, Irish Data Protection Act 2018, the Irish European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011, and any applicable regulations or enactments thereunder, as may be revised, modified or replaced from time to time and any other applicable Irish or EU laws on data protection and/or privacy as may be revised, modified or replaced from time to time.

GDPR: General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

Initial Subscription Term: the 12 month period commencing from the Effective Date.

Insolvency Event: means any of the following:

(a) Party becomes unable to pay its debts as they fall due, or the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities or it ceases to trade or threatens to do so; or

(b) in relation to a Party a statutory demand is served, which is not discharged or settled within 14 days, a receiver, administrator, examiner, trustee, liquidator, manager or similar officer is appointed or any insolvency procedure under the Companies Act 2014 is instituted or occurs; or

(c) the making of an order or an effective resolution being passed for winding up, liquidation or dissolution except for the purpose of a solvent reconstruction or amalgamation where the resulting entity assumes all of the obligations of the relevant party under the Customer Terms; or

(d) a party enters into any composition or arrangement with its creditors generally or any class of creditors except for the purpose of a solvent reconstruction or amalgamation where the resulting entity assumes all of the obligations of the relevant party under the Customer Terms; or

(e) the occurrence in any relevant jurisdiction of anything equivalent or analogous to any of those matters referred to in paragraphs (a) to (d) above in relation to any undertaking to which a Party is a subsidiary undertaking.

Mandatory Policies: Exit Entry’s business policies listed https://www.exitentry.com/mandatory_policies as amended by notification to the Customer from time to time.

Normal Business Hours: 09:00 to 18:00 local Dublin time, each Business Day.

Opportunities: the job opportunities posted by the Customer which are available to be filled by Candidates.

Platform: the online software application provided by Exit Entry as part of the Services.

Renewal Period: the period described in clause 14.1.

Services: the services provided by Exit Entry to the Customer via the Platform.

Subscription Fee: the subscription fees payable by the Customer to the Exit Entry for the User Subscriptions, as agreed between the parties, and confirmed in our email to you when we provide you with your account details for the Platform.

Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Support Services Policy the Exit Entry’s policy for providing support in relation to the Platform as set out at https://www.exitentry.com/support

User Subscriptions: the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Platform in accordance with the Customer Terms.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme of data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2 Clause and paragraph headings shall not affect the interpretation of the Customer Terms.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal or personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 A reference to a statute or statutory provision is a reference to it as in force from time to time.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Customer Terms under that statute or statutory provision.

1.8 A reference to writing or written includes e-mail.

1.9 References to clauses are to clauses of the Customer Terms.

2 Access to the platform

2.1 Subject to the Customer paying the Subscription Fee in accordance with clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of the Customer Terms, Exit Entry hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to access and use the Platform during the Subscription Term solely for the Customer’s internal business operations.

2.2 In relation to Authorised Users, the Customer undertakes that:

2.2.1 each Authorised User shall keep a secure password for his use of Platform, which shall be changed no less frequently than every 90 days and that each Authorised User shall keep his password confidential;

2.2.2 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Exit Entry within 5 Business Days of Exit Entry’s written request at any time or times;

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:

2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2 facilitates illegal activity;

2.3.3 depicts sexually explicit images;

2.3.4 promotes unlawful violence;

2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6 is otherwise illegal or causes damage or injury to any person or property;

and Exit Entry reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Customer Terms:

2.4.1 (A) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (as applicable) in any form or media or by any means; or

2.4.1 (B) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or

2.4.2 access all or any part of the Platform in order to build a product or service which competes with the Platform; or

2.4.3 use the Platform to provide services to third parties; or

2.4.4 attempt to obtain, or assist third parties in obtaining access to the Platform, other than as provided under this clause 2; or

2.4.5 introduce or permit the introduction of, any Virus or Vulnerability into Exit Entry’s network and information systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Exit Entry.

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Services

3.1 Exit Entry shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of the Customer Terms.

3.2 Exit Entry shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

3.2.1 planned maintenance carried out during the maintenance window of 21:00 to 01:00 Dublin time; and

3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that Exit Entry has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.

3.3 Exit Entry will, as part of the Services, provide the Customer with Exit Entry’s standard customer support services during Normal Business Hours in accordance with Exit Entry’s Support Services Policy in effect at the time that the Services are provided. Exit Entry may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Exit Entry’s then current rates.

4. Use of Platform

4.1 By providing access to the Customer to the Platform, Exit Entry acts as a mere facilitator in connecting the Customer and the Candidate. Exit Entry do not set any terms of employment or otherwise between the Customer and the Candidate or any other matters related to the Customer’s engagement with the Candidate.

4.2 Exit Entry is not the agent of any Candidate, it merely provides the Platform which the Customer can list employment opportunity on, which Candidates may apply for. The Customer and the Candidate are the only parties to any contractual relationship regarding an Opportunity listed by the Customer on, and applied for by the Candidate via, the Platform.

4.3 The Customer agrees listing an Opportunity is solely at the risk of the Customer, and Exist Entry takes no responsibility in this. In particular, the Customer agrees that Exit Entry will have no liability for any damage caused to the Customer or its property by any Candidates it engages with on the Platform.

4.4 As part of the Services, Candidates may complete various soft skills assessment which will contribute to their profile (“Skills Assessments”). Exit Entry does not represent or warrant any content on the Candidate’s profile (including the results of any Skills Assessment), nor that the Platform is sufficient to determine whether it is appropriate for a Customer to hire a Candidate. Further, we do not endorse any Candidate who use or register for our Services. We do not investigate or verify any member’s reputation, conduct, morality, or criminal background.

4.5 Exit Entry will not be a party to nor have any influence on any terms of employment or otherwise between the Customer and the Candidate.

4.6 Exit Entry are not responsible for, and accept no liability for:

4.6.1 any Candidate’s actions, inactions or offline conduct; or

4.6.2 any Opportunity which the Customer posts on the Platform,

and in any event, Exit Entry have no control over and do not guarantee the quality, competence, performance or employment status of any Candidate listed on the Platform, or the truth or accuracy of information provided by Candidates. The Customer should rely on its own recruitment process to make any decisions about the suitability of a Candidate for an Opportunity, or for their company generally.

5. Data Protection

This clause 5 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that Exit Entry will disclose to the Customer Personal Data collected by Exit Entry for the purposes of the Customer Terms.

For the purpose of clause 5, the following terms have the following meanings.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Agreed Purposes: purposes notified to the Candidates in the Customer’s privacy notice, and the terms of the Customer Terms.

Personal Data: the personal data of Candidates which is contained on the Platform as may be disclosed between the parties under the Customer Terms.

5.1 The parties acknowledge that each party is a separate and independent controller of the Personal Data which is disclosed or received through its use of the Platform. The Parties do not and will not process Personal Data which it discloses or receives under the agreement as joint controllers. Each Party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under Data Protection Legislation. The Customer shall:

5.2 ensure that it has all necessary consents and notices in place to enable its receipt of the Personal Data to the Customer for the Agreed Purposes;

5.3 give full information to any data subject whose personal data may be processed under the Customer Terms of the nature such processing;

5.4 process the Personal Data only for the Agreed Purposes;

5.5 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

5.6 will only retain Personal Data for no longer than is necessary and for the purposes notified to Candidates in your privacy notice;

5.7 not, and will not authorise a third party to, sell or transfer Personal Data under any circumstances (except that you can, subject to your compliance with Data Protection Legislation and the Customer Terms, transfer Personal Data to a service provider that only uses the Personal Data on your behalf for the purposes notified to the Candidate in your privacy policy); and

5.8 honor Candidate requests to opt-out or have his or her information deleted or any request under Data Protection Legislation, and comply with such request promptly and, where relevant, in compliance with Data Protection Legislation.

6. Third Party Providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Exit Entry makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transactions completed via any third-party website is between the Customer and the relevant third party, and not Exit Entry. Exit Entry recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Exit Entry does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

Exit Entry’s Obligations

7.1 Exit Entry undertakes that the Services will be performed with reasonable skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Exit Entry’s instructions, or modification or alteration of the Services by any party other than Exit Entry or Exit Entry’s duly authorised contractors or agents. If the Platform does not conform with the foregoing undertaking, Exit Entry will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

7.3 Exit Entry:

7.3.1 does not warrant that:

7.3.1 (A) the Customer’s use of the Services will be un-interrupted or error-free;

7.3.1 (B) that the Services and/or the information obtained by the Customer through the Platform will meet the Customer’s requirements; or

7.3.1 (C) the Platform or the Services will be free from Vulnerabilities. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4 The Customer Terms shall not prevent Exit Entry from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Customer Terms.

7.5 Exit Entry warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under the Customer Terms.

8. Customer’s Obligations

8.1 The Customer shall:

8.1.1 provide Exit Entry with:

8.1.1. (A) all necessary co-operation in relation to the Customer Terms; and

8.1.1. (B) necessary access to such information as may be required by Exit Entry;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.

8.1.2 without affecting its other obligations under the Customer Terms, comply with all applicable laws and regulations with respect to its activities under the Customer Terms;

8.1.3 carry out all other Customer responsibilities set out in the Customer Terms in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Exit Entry may adjust any agreed timetable or delivery schedule as reasonably necessary;

8.1.4 ensure that the Authorised Users use the Platform in accordance with the Customer Terms and shall be responsible for any Authorised User’s breach of the Customer Terms;

8.1.5 obtain and maintain all necessary licences, consents, and permissions necessary for Exit Entry, its contractors and agents to perform their obligations under the Customer Terms, including without limitation the Services;

8.1.6 ensure that its network and systems comply with the relevant specifications provided by Exit Entry from time to time; and

8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in the Customer Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Exit Entry’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

9. Charges and Payment

9.1 The Customer shall pay the Subscription Fee to Exit Entry for the Services.

9.2 The Customer shall prior to the Effective Date provide to Exit Entry valid, up-to-date and complete credit card details or approved purchase order information acceptable to Exit Entry and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

9.2.1 its credit card details to the Exit Entry, the Customer hereby authorises Exit Entry to bill such credit card:

9.2.1 (A) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

9.2.1 (B) subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

9.2.2 its approved purchase order information to Exit Entry, Exit Entry shall invoice the Customer:

9.2.2 (A) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

9.2.2 (B) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice prior to the end of the current subscription term.

9.3 If Exit Entry has not received payment within 7 days of the due date for payment for any Renewal Period, and without prejudice to any other rights and remedies of Exit Entry, it may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Exit Entry shall be under no obligation to provide any or all of the Services from the end of the then current subscription term.

9.4 All amounts and fees stated or referred to in the Customer Terms:

9.4.1 are, subject to clause 13.3.2, non-cancellable and non-refundable;

9.4.2 are exclusive of value added tax, which shall be added to Exit Entry’s invoice(s) at the appropriate rate.

9.5 Exit Entry shall be entitled to increase the Subscription Fees, the support fees payable pursuant to clause 3.3.5 at the start of each Renewal Period upon 90 days’ prior notice to the Customer and the Subscription Fee shall be deemed to have been amended accordingly.

10. Intellectual Property Rights

10.1 The Customer acknowledges and agrees that Exit Entry and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, the Customer Terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

10.Exit Entry confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with the Customer Terms.

11. Confidentiality

11.1 Each Party may be given access to Confidential Information from the other party in order to perform its obligations under the Customer Terms. A party’s Confidential Information shall not be deemed to include information that:

11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2 was in the other party’s lawful possession before the disclosure;

11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2 Subject to clause 11.4, each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Customer Terms.

11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the Customer Terms.

11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5 The customer acknowledges that the details of the Services, and the results of any performance tests of the Services, constitute Exit Entry’s Confidential Information.

11.6 Exit Entry acknowledges that the Customer Data is the Confidential Information of the Customer.

11.7 The above provisions of this clause 11 shall survive the termination of the Customer Terms, however arising.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless Exit Entry against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Platform, any Opportunities posted by the Customer on the Platform, any liability whatsoever arising from or related to a Candidate who the Customer wishes to engage with on the Platform, provided that:

12.1.1 the Customer is given prompt notice of any such claim;

12.1.2 Exit Entry provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

12.1.3 the Customer is given sole authority to defend or settle the claim.

12.2. In no event shall Exit Entry, its employees, agents, sub-contractors be liable to the extent that the alleged infringement is based on:

12.2.1 the Customer’s use of the Platform in a manner contrary to the instructions given to the Customer by Exit Entry; or

12.2.2 the Customer’s use of the Platform after notice of the alleged or actual infringement from Exit Entry or any appropriate authority.

12.3 The foregoing and clause 13.3.2 states the Customer’s sole and exclusive rights and remedies, and Exit Entry’s (including Exit Entry’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Limitation of Liability

13.1 Except as expressly and specifically provided in the Customer Terms:

13.1.1 the Customer assumes sole responsibility for results obtained from the use of the Platform by the Customer, and for conclusions drawn from such use, including the quality, performance, and conduct of Candidates it engages with on the Platform.

13.1.2 Exit Entry shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Exit Entry by the Customer in connection with the Services, or any actions taken by Exit Entry at the Customer’s direction;

13.1.3 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 the Customer Terms; and

13.1.4 the Platform, and the Candidates are provided to the Customer on an ‘as is’ basis.

13.2 Nothing in the Customer Terms excludes the liability of Exit Entry:

13.2.1 for death or personal injury caused by Exit Entry’s negligence; or

13.2.2 for fraud or fraudulent misrepresentation.

13.3 Subject to clause 13.1 and clause 13.2:

13.3.1 Exit Entry shall not be liable whether in tort (including for negligence or breach of statutory duty), contract 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 the Customer Terms; and

13.3.2 Exit Entry’s total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort or otherwise, arising in connection with the performance of the Customer Terms shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

14. Term and Termination

14.1 The Customer Terms shall, unless otherwise terminate as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the Customer Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

14.1.1 either Party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Customer Terms shall terminate upon expiry of the applicable Initial Subscription Term or Renewal Period; or

14.1.2 otherwise terminated in accordance with the provisions of the Customer Terms;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2 Without affecting any other right or remedy available to it, either Party may terminate the Customer Terms with immediate effect by giving written notice to the other Party if:

14.2.1 the other Party commits a material breach of any term of the Customer Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

14.2.2 the other Party repeatedly breaches any of the terms of the Customer Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Customer Terms;

14.2.3 the other Party becomes subject to an Insolvency Event;

14.3 Without affecting any other right or remedy available to it, Exit Entry may terminate the Customer Terms immediately written notice to the Customer in the event that it can no longer comply with clause 10.2.

15. APPLE App Store RULES

If you downloaded or access the App through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) app store, if any of these Terms are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (located at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ (the “Apple EULA Terms”)) or the App Store Terms and Conditions (located at http://www.apple.com/legal/internet-services/itunes/ca/terms.html (the “Apple App Store Terms”)) the terms and conditions of the Apple EULA Terms or Apple App Store Terms, as applicable, will apply to the extent of such inconsistency or conflict.

16. Google Play APPSTORE RULES

If you downloaded or access the App through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) app store, if any of these Terms are inconsistent or in conflict with Google’s Google Play Developer Distribution Agreement (located at https://play.google.com/about/developer-distribution-agreement.html (the “Google EULA Terms”)), the terms and conditions of Google EULA Terms will apply to the extent of such inconsistency or conflict.

17. Notices

17.1 All notices given by you to us should be sent to us to kieran@exitentry.com.

17.2 Notice will be deemed received and properly served immediately when posted on the Platform, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

17.3 For contractual purposes, you consent to receive communications from us electronically to the e-mail address you provide to us during the registration process. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.

18. General

18.1 Any variation to the agreement must be in writing and signed by an authorised representative of each of the parties.

18.2 Each party must pay its own costs and expenses of negotiating, preparing and executing the agreement.

18.3 The agreement may be executed in counterparts. All executed counterparts constitute one document.

18.4 The agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements, promises, representations, warranties and understandings, whether written or oral, between the parties in connection with their subject matter.

18.5 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Customer Terms.

18.6 A party must not assign, novate or subcontract the agreement or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of the other party, which consent is not to be unreasonably withheld, delayed or conditioned which consent may be withheld at the absolute discretion of the party from whom consent is sought.

18.7 A provision or part of a provision of the agreement that is held by a court of competent jurisdiction to be illegal, invalid or unenforceable is to be regarded as having being deleted from the agreement and the remaining provisions or part of the provisions of the agreement will continue in full force and effect.

18.8 A right may only be waived in writing, signed by the party giving the waiver. No other conduct of a party, including a failure to exercise, or delay in exercising the right, operates as a waiver of the right or otherwise prevents the exercise of the right. The exercise of a right does not prevent any further exercise of that right or any other right.

18.9 Nothing in the Customer Terms shall create, or be deemed to create, a partnership or joint venture, or the relationship of principal and agent or employer and employee between the parties or their respective personnel. Each party shall act solely as an independent contractor and neither party has the authority to obligate or bind the other, or to incur any liability on behalf of the other, or to direct the personnel of the other.

18.10 At its own expense, each party shall, from time to time, upon the request of the other party, execute any additional documents and do any other acts or things which may reasonably be required to give full effect to the agreement.

18.11 The agreement and all matters or disputes (whether contractual or non-contractual) arising out of or in connection with the agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.

18.12 The parties irrevocably and unconditionally agree that the courts of Ireland shall have exclusive jurisdiction to settle all matters or disputes (including non-contractual disputes or claims) arising out of or in connection with the agreement or its subject matter or formation.

Mandatory Policies

Please see https://www.exitentry.com/mandatory_policies

Support Services

If you wish to contact us about technical issues with respect to the Platform, please email us on kieran@exitentry.com<