The Regulatory Understanding & Users Forum is a set of related Internet sites and other applications for questions and answers (“RUUF”), owned and operated by Suade Labs Ltd (“Suade”, “we”, “us” or “our”), a private limited company registered in England and Wales. Suade welcomes you to the RUUF and invites you to participate in the community by sharing knowledge with your peers and colleagues. Like all communities, we ask that you participate in a manner that respects your fellow community members. To that end, we provide you with these terms of service to advise you of the legal obligations you assume when you engage with the RUUF community or otherwise access or use the public RUUF or any services provided on the public RUUF (collectively, “Services”). These terms govern the use of the public RUUF (the “RUUF Terms”).

  1. RUUF Terms

Please read these RUUF Terms carefully before accessing or using the public RUUF. These Terms constitute an agreement between Suade and you and govern your permitted use of the RUUF ONLY, including any Services that are part of the RUUF. By accessing or using the Services or the RUUF in any manner, including without limitation by visiting or browsing the RUUF or registering for an account on the RUUF, you affirm that you have read, understand, and agree to be bound by these RUUF Terms, as well as the Acceptable Use Policy and Privacy Policy. Suade reserves the right, at its discretion, to modify these RUUF Terms at any time by posting revised RUUF Terms on the RUUF and by providing notice via e-mail, where possible, or on the RUUF. You shall be responsible for reviewing and becoming familiar with any such modifications. Your access to or use of the Services or RUUF following such modification constitutes your acceptance of the terms and conditions of these RUUF Terms as modified. To reiterate, and for clarity, these RUUF Terms apply to all who access or use the Services or RUUF, including without limitation users who contribute content, information, and other materials or services, registered or otherwise.

  1. Contracts are Binding and Legally Enforceable

As stated above, these RUUF Terms constitute an agreement between Suade and you and governs your use of the RUUF. These RUUF Terms do NOT govern the use of other Suade products and services that are not part of the RUUF.

  1. Age Eligibility

You must be at least 18 years old to access or use the RUUF or Services, including without limitation to complete a Suade account registration. By accessing or using the Services or the RUUF in any manner, you represent and warrant that you are at least 18 years of age. If you are under 18 years old, you may not, under any circumstances or for any reason, access or use the Services or RUUF in any manner, and may not provide any personal information to or on the Services or RUUF (including, for example, a name, address, telephone number or email address).

  1. Access to the RUUF

Any user of the RUUF is welcome to participate in community discussions, to answer questions, and to share their hard-earned knowledge with RUUF community participants, provided that they comply with the obligations set forth in these RUUF Terms, and to the extent that use of the RUUF does not conflict with the applicable laws, rules and regulations of the user’s jurisdiction. Suade reserves the right to refuse, suspend or terminate your access to the RUUF if it determines, in its sole discretion, that you have in any way violated these RUUF Terms or are otherwise ineligible to access or use the RUUF or Services. If your actions are determined by us to violate these RUUF Terms, Suade may, in its sole discretion, try to remediate that violation by working with you individually, but is under no obligation to do so, and if any such remediation efforts are unsuccessful (in Suade’s sole discretion), then Suade may revoke your rights to the RUUF. You are solely responsible for ensuring that these RUUF Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access the RUUF or any Services is revoked where these RUUF Terms or use of the RUUF or any Services is prohibited or conflicts with any applicable law, rule or regulation.

Suade will use reasonable efforts to make the RUUF available 24/7/365, but from time to time we will have scheduled outages for maintenance purposes and other upkeep. Where feasible, we may, in our sole discretion, make efforts to inform you about any outages and report on nature and reason for any outages that may occur in an open and transparent manner, though we are under no obligation to do so, and in any case will not be liable for any downtime.

  1. User Obligations

To access some of the RUUF features you will need to register for an account as an individual and consent to these RUUF Terms. If you do not consent to these RUUF Terms, Suade reserves the right to refuse, suspend or terminate your access to the RUUF.

You are required to establish an account for access to the RUUF. All required registration information that you provide must be current, complete and accurate and kept up to date on a prompt and timely basis. If required, you must also choose a user name and password for such an account. It is your sole responsibility to keep your account number, user name, password and other sensitive information confidential. If you become aware of any unauthorised use of your account or any other breach of security, you shall notify Suade Labs Ltd immediately.

You have the right to discontinue the use of or terminate, your account whenever you like, and subject to our Privacy Policy, control the use and sharing of your account information. Please note that any content or information you share publicly is governed by the terms described below in the section titled “Content Permissions, Restrictions, and Creative Commons Licensing,” and you should be aware that once you place content in the public sphere, you willingly give up some rights and control over such content. Suade strongly encourages you to review our Privacy Policy (accessible here), which explains how we will handle, process, and use your personal data, and with whom, and how we will share this data.

The RUUF is a community and we expect you to treat each member of the RUUF community with respect. Whether a community member is asking their first question, or is a reputation superstar, we respect you and welcome you, but we also require you to be kind to one another. To prevent bad actors from creating a negative community experience, we have outlined what we believe to be common-sense rules for community participation and reserve the right to pause or terminate your account if you engage in disruptive, abusive, or nefarious behaviour outside of Suade’s Acceptable Use Policy (accessible here), which is hereby incorporated into these RUUF Terms.

You are solely responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access the RUUF or otherwise use the Services, including without limitation modems, hardware, software, and long-distance or local telephone service. You are solely responsible for ensuring that such equipment or ancillary services are compatible with the Services and RUUF.

  1. Content Permissions, Restrictions, and Creative Commons Licensing

Suade Content

All materials, including but not limited to text, graphics, logos, tools, photographs, images, illustrations, software or source code, audio and video, and animations (collectively “Content”) displayed or performed on the RUUF (“RUUF Content”) (other than Content that you provide to the RUUF individually “Subscriber Content”) are the property of Suade and/or third parties and are protected by United Kingdom and international copyright laws (“Suade Content”). Suade hereby grants you a limited, revocable, nonexclusive paid in full license to access the RUUF and Suade Content for your own personal use. This license does not include any right to private or commercial collection, aggregation, copying, duplication, display or derivative use of the RUUF or Suade Content nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted in advance in a written document signed by us. The sole exceptions are i) the limited right provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service and ii) the limited rights provided in relation to Content Compilations (defined below) under the Creative Commons CC-BY-4.0 licence.

All trademarks, service marks, and trade names are proprietary to Suade and/or third parties and use of the RUUF means you agree to abide by all copyright notices, information, and restrictions contained in any RUUF Content accessed through the Services.

The RUUF is protected by copyright as a work of joint authorship, pursuant to United Kingdom copyright laws, international covenants, and other copyright laws. Other than as expressly set forth in these RUUF Terms, you may not copy, modify, publish, transmit, upload, participate in the transfer or sale of, reproduce (except as provided in this Agreement), create derivative works based on, distribute, perform, display, or in any way exploit any of the RUUF Content, software, materials, or Services in whole or in part.

From time to time, Suade may make available compilations of all the RUUF Content (the “Content Compilation”) via email or for download. The Content Compilation is licensed under the CC-BY-4.0 licence. By subscribing to or downloading the Content Compilation, you agree to be bound by the terms of that licence.

Subscriber Content

You understand that all Subscriber Content posted on, transmitted through, or linked from the RUUF or the Services, are the sole responsibility of the person from whom such Content (defined below) originated. You are entirely responsible for each individual item (“Item”) of Subscriber Content that you post, email or otherwise make available via the Services. You understand that we do not control, and are not responsible for Content made available through the Services, and that by using the Services, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the Site and Content available through the Service may contain links to third-party websites.

You agree that we are not liable for RUUF Content that is provided by others. We have no duty to pre-screen RUUF Content, but we have the right to refuse to post or to edit submitted RUUF Content. We reserve the right to remove RUUF Content for any reason, but we are not responsible for any failure or delay in removing such material.

You agree that any and all Subscriber Content is perpetually and irrevocably licensed to Suade on a worldwide, royalty-free, non-exclusive basis pursuant to Creative Commons licensing terms (CC-BY-4.0), and you grant Suade the perpetual and irrevocable right and license to access, use, process, copy, distribute, export, display and to commercially exploit such Subscriber Content, even if such Subscriber Content has been contributed and subsequently removed by you as reasonably necessary to, for example (without limitation):

· Provide, maintain and update the RUUF

· Process lawful requests from law enforcement agencies and government agencies

· Prevent and address security incidents and data security features, support features, and to provide technical assistance as it may be required

· Aggregate data to provide product optimisation

This means that you cannot revoke permission for Suade to publish, distribute, store and use such content and to allow others to have derivative rights to publish, distribute, store and use such content. The CC-BY-4.0 license terms are explained in further detail by Creative Commons, and the license terms applicable to content are explained in further detail here. You should be aware that all Subscriber Content you contribute is available for public copy and redistribution, and all such Subscriber Content must have appropriate attribution.

As stated above, by agreeing to these RUUF Terms you also agree to be bound by the terms and conditions of the Acceptable Use Policy incorporated herein, and hereby acknowledge and agree that any and all Public Content you provide to the RUUF is governed by the Acceptable Use Policy.

  1. Disclaimer of Warranties

TO THE MAXIMUM EXTENT ALLOWED BY LAW, SUADE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SUADE PROVIDES NO GUARANTEES THAT THE SERVICES OR RUUF WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS AND PROVIDES THE RUUF, SERVICES, AND ANY RELATED CONTENT OR PRODUCTS SUBJECT TO THESE RUUF TERMS ON AN “AS IS” AND “AS AVAILABLE” BASIS.

  1. Indemnification

You will indemnify and hold Suade, its directors, officers, employees, agents, consultants, contractors, partners, vendors and service providers (including, without limitation, hosting and telecommunications

providers) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your access to the RUUF, use of Suade products or services made available on the RUUF, your violation of this Agreement, or your infringement or any third party using your account, of any intellectual property right.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUADE AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE RUUF OR SERVICES (I) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF ONE HUNDRED POUNDS (£100) IN THE AGGREGATE, EVEN IF SUADE OR ITS AFFILIATES HAVE BEEN TOLD OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. NOTHING IN THIS LIMITATION OF LIABILITY SHALL PREVENT SUADE’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF. NOTWITHSTANDING SUCH RIGHT OF EQUITABLE RELIEF, TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION OF LIABILITY OR EXCLUSION OF LIABILITY, SUCH LIMITATION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  1. General Provisions

a. Assignment and Jurisdiction

Suade reserves the right to assign our rights and obligations under these RUUF Terms (in whole or in part) without your consent to a corporate affiliate, or in connection with a merger, acquisition, corporate restructure or reorganisation, or due to the sale of all or substantially all of our assets.

These RUUF Terms will be governed by and construed in accordance with the applicable laws of England and Wales, without giving effect to the principles of that jurisdiction regarding conflicts of laws. Both you and Suade hereby irrevocably agree to the sole and exclusive personal jurisdiction of the Courts of England and Wales with respect to any action, suit, or proceeding brought by it or against it by the other party in connection with the RUUF or Services. Notwithstanding the foregoing, these RUUF Terms shall not prevent either party from seeking injunctive relief with respect to a violation of the confidentiality provisions and indemnification provisions contained in these RUUF Terms. No shrinkwrap or click-wrap terms contained in any purchase order or any company or team form shall apply to or supersede these RUUF Terms. In the event of any conflict between the terms and conditions of these RUUF Terms and any such shrinkwrap or click-wrap terms, the terms and conditions of the former shall prevail.

b. Survival

The sections entitled “RUUF Terms”, “Contracts are Binding and Legally Enforceable”, “User Obligations”, “Content Permissions, Restrictions, and Creative Commons Licensing”, “Disclaimer of Warranties”, “Indemnification”, “Limitation of Liability”, “Assignment and Jurisdiction”, “Survival”, “Merger and Severability”, “Notices”, “No Waiver”, and “Headings” shall survive any termination or expiration of these RUUF Terms.

c. Modifications

Suade reserves the right, in its sole discretion, to modify or replace these RUUF Terms, as our business evolves over time and to better provide Services to the RUUF community, or to change, suspend, or discontinue the RUUF and/or any Services at any time by posting a notice on the RUUF or by sending you notice via e-mail or by another appropriate means of electronic communication.

d. Merger and Severability

The parties to these RUUF Terms are independent contractors and these RUUF Terms shall not be construed to constitute any agency, partnership, joint venture, or employment relationship between you and Suade. These RUUF Terms represent the entire agreement between you and Suade and supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the RUUF or Services contemplated hereunder. If any provision of these RUUF Terms is held to be invalid, void, unenforceable, or contrary to public policy, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of these RUUF Terms shall remain and continue in full force and effect.

e. Notices

Unless otherwise specified in these RUUF Terms, all notices under these RUUF Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognised overnight delivery service. Electronic notices should be sent to [email protected].

f. No Waiver

Our failure to enforce any part of these RUUF Terms shall not constitute a waiver of our right to later enforce that or any other part of these RUUF Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these RUUF Terms to be binding, we must provide you with written notice of such waiver through one of our authorised representatives.

g. Headings

The section and paragraph headings in these RUUF Terms are for convenience only and shall not affect their interpretation.