Website Terms of Use

Version: 1.4 March 2024

1. INFORMATION ABOUT CAUSEWAY ONE.NETWORK

1.1 Who we are. If you are using the Causeway one.network Services outside of the United States, you are entering into these Terms with Causeway Technologies Limited, a company incorporated in England, with company number 03921897 and a registered office address at Third Floor Sterling House, 20 Station Road, Gerrards Cross, Buckinghamshire, United Kingdom, SL9 8EL. If you are using the Causeway one.network Services in the United States, you are entering into these Terms with One Network USA, Inc. a company incorporated in the State of Delaware and an address at 1000 N. West Street, Suite 1200, Wilmington, DE 19801, USA (each of Causeway Technologies Limited and One Network USA, Inc. may be referred to as “Causeway one.network” / “we” / “us” / “our”).

1.2 What we do. We own, operate and manage the website https://one.network which we refer to as the “Causeway one.network Service”. The Causeway one.network Service provides a road network management platform which enables road authorities, utility companies and other stakeholders to share information about planned disruptions, plan and implement traffic management interventions, monitor and analyse network performance and communicate with road users in real-time.

2. YOUR ACCEPTANCE AND ARBITRATION NOTICE

2.1 BY CLICKING “I ACCEPT,” OR BY OTHERWISE ACCESSING OR USING THE CAUSEWAY ONE.NETWORK SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE CAUSEWAY ONE.NETWORK SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS. YOUR USE OF ANY PART OF THE CAUSEWAY ONE.NETWORK SERVICE IS SUBJECT TO THESE CAUSEWAY ONE.NETWORK TERMS OF USE TOGETHER WITH CAUSEWAY ONE.NETWORK’S PRIVACY POLICY AND ANY OTHER NOTICE, DISCLAIMER OR WAIVER SET OUT WITHIN THE CAUSEWAY ONE.NETWORK SERVICE (TOGETHER, THE “TERMS”). PLEASE READ THESE TERMS CAREFULLY. BY USING ANY PART OF THE CAUSEWAY ONE.NETWORK SERVICE YOU AGREE TO ABIDE BY THEM REGARDLESS OF WHETHER YOU ARE REGISTERED ON THE CAUSEWAY ONE.NETWORK SERVICE OR NOT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE ANY PART OF THE CAUSEWAY ONE.NETWORK SERVICE, AND SHOULD LEAVE THIS WEBSITE IMMEDIATELY.

2.2 You. In these Terms “you” means the individual user accepting these Terms. If you are accepting these Terms on behalf of an organisation (being any company or other legal entity), then you represent and warrant that you have the authority to bind such organisation to the terms and conditions of these Terms and you are authorised to grant all licences set out in these Terms.

2.3 ARBITRATION NOTICE FOR USERS IN THE UNITED STATES. Except for certain kinds of disputes described in clause 14.2, if you are using the Causeway one.network Services in the United States you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND CAUSEWAY ONE.NETWORK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.

2.4 Non-consumer use only. The Causeway one.network Service is intended for internal business use only and is therefore not aimed at consumers. By using the Causeway one.network Service and/or by agreeing to these Terms you represent and warrant that you are not a consumer.

2.5 These Terms may get updated. We may revise these Terms at any time by posting an update on this page. Your continued use of the Causeway one.network Service after any such change constitutes your acceptance of the new Terms and they will be binding on you. You should therefore check this page from time to time to review the current version of the Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. These Terms were most recently updated in January 2021.

3. REGISTRATION

3.1 Register for additional functionality. Certain functionality of the Causeway one.network Service is only available to registered users. To access additional functionality, you are required to register with Causeway one.network. By registering with us, you agree to provide accurate and complete profile information about yourself (including your organisation) as prompted by the relevant registration form.

3.2 Approval. You acknowledge that your registration is subject to approval by Causeway one.network. Causeway one.network reserves the right (at Causeway one.network’s sole discretion) to reject your registration.

3.3 Causeway one.network can revoke your login credentials. If you are a registered user, Causeway one.network is entitled to immediately revoke the licence granted in clause 7.6, including disabling and/or terminating your login credentials and suspending your access to the Causeway one.network Service at any time and for any reason (including if in our sole opinion you have failed to comply with any provision of these Terms).

4. AVAILABILITY AND USE OF THE CAUSEWAY ONE.NETWORK SERVICE

4.1 The Causeway one.network Service may be unavailable. Causeway one.network does not guarantee that the Causeway one.network Service will always be available or uninterrupted and Causeway one.network will not be liable for any reason if the Causeway one.network Service is unavailable at any time or for any period. Access to the Causeway one.network Service may be suspended temporarily and without notice in the case of system failure, maintenance, upgrade or repair. Causeway one.network may permanently remove the Causeway one.network Service or any part thereof (or make the same subject to additional terms).

4.2 We are entitled to monitor use of the Causeway one.network Service. Causeway one.network is entitled to monitor and/or review use of the Causeway one.network Service by any user or any User Data. If Causeway one.network becomes aware of any possible violations by any user of any provision of these Terms, Causeway one.network reserves the right to investigate such violations. If at any time Causeway one.network chooses to monitor the use of the Causeway one.network Service or any User Data, Causeway one.network still assumes no responsibility or liability for such use or content or any loss or damage incurred as a result of your use of such content.

4.3 Changes. From time to time, Causeway one.network may (without notice and at Causeway one.network’s sole discretion) introduce updates or modifications to the Causeway one.network Service, for example to introduce new and/or improved functionality, or remove certain features or functionality.

4.4 Minimum technical requirements. You are responsible for ensuring that:

(a) any User Data you share with Causeway one.network or upload to the Causeway one.network Service is in the correct file format as specified by Causeway one.network;

(b) you have a reliable connection to the internet; and

(c) the device you use to access the Causeway one.network Service complies with the minimum technical requirements specified by Causeway one.network (which may change from time to time). The Causeway one.network Service has been designed to work on all mainstream devices including desktop computers, smartphones and tablets and is compatible with the latest version of all mainstream browsers (Chrome, Firefox, Safari and Edge).

5. USER STANDARDS

5.1 Eligibility. You must be at least 18 years old to use the Causeway one.network Service and you (or your organisation) must be based in the United States or United Kingdom. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old and (b) you have not previously been suspended or removed from the Causeway one.network Service (except where Causeway one.network has expressly provided you with permission to use the Causeway one.network Services after such suspension or removal).

5.2 You must comply with the law. You represent and warrant (on behalf of both yourself and your organisation) that you and your organisation will comply with (a) all applicable laws, binding rules, regulations, published regulatory guidance and regulatory requirements; and (b) any form of secondary legislation, resolution, policy, guideline, concession or case law of the relevant jurisdiction having the force of law from time to time, in each case, that are relevant to the receipt or use of the Causeway one.network Services (including without limitation any road traffic legislation and guidance from governmental bodies who have jurisdiction over the roads). Causeway one.network accepts no responsibility for you and/or your organisation’s non-compliance with applicable law.

5.3 Do not misuse the Causeway one.network Service. You must only use the Causeway one.network Service for its intended purposes and in accordance with these Terms and Causeway one.network’s official documentation. To the extent permitted by law, Causeway one.network is not responsible for any damage or loss suffered by you, your organisation and/or any third party as a result of your misuse of the one.network Service. You must also not use or access the Causeway one.network Service in order to build a competing product.

5.4 Real world impact. Without limiting other provisions in these Terms, you acknowledge and agree that your use of the Causeway one.network Service may have real world impact (for example it may influence the behaviour of other users of the Causeway one.network Service, and the providers and users of satellite navigation systems) and you will be fully responsible for the User Data you provide and any actions you take via the Causeway one.network Service including any actions taken by you based on your use of the Causeway one.network Services or information available therein.

5.5 Restricted activities. Except to the extent such activities are expressly permitted in these Terms, or otherwise prohibited from being restricted by applicable law, you shall not, and shall procure that no party to which you grant access to the Causeway one.network Service (including any Causeway one.network intellectual property rights) shall:

(a) copy, reproduce, publish, distribute, combine, modify, create derivative works of, sell, resell, or in any way commercially exploit any part of the Causeway one.network Service;

(b) copy, frame or mirror any part of the Causeway one.network Service or access the Causeway one.network Service to copy its features, functions, data or graphics to develop a competing service, or attempt to gain access to third party data contained within the Causeway one.network Service;

(c) reverse engineer, decompile, translate, disassemble or attempt to discover any source code or underlying ideas or algorithms in the Causeway one.network Service (or any part of it);

(d) use the Causeway one.network Service in any manner which infringes any law or regulation (including any applicable export control laws or regulations) or which infringes the rights of any third party under the laws of any jurisdiction;

(e) post, link to or transmit through the Causeway one.network Service, any material, which is unlawful, or that contains a virus or other hostile computer program;

(f) use the Causeway one.network Service for high risk activities (including uses where the use or failure of the Causeway one.network Service could lead to death, personal injury, or property or environmental loss, damage, pollution or contamination);

(g) attempt to create a substitute or similar service through use of or access to the Causeway one.network Service;

(h) incorporate Causeway one.network Service content as a core part of printed matter that is redistributed for a fee;

(i) use the Causeway one.network Service in a manner that gives access to mass downloads or bulk feeds of any Causeway one.network Service content;

(j) publish or disseminate any material that brings or may bring Causeway one.network into dispute or disrepute or in any way damages the standing or reputation of Causeway one.network or the Causeway one.network Service; or

(k) publish or disseminate material that infringes or may infringe the rights (including intellectual property rights) of any individual, entity or other third party or that is unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, that may cause annoyance or inconvenience or may restrict or inhibit the use of the Causeway one.network Service by any other user or that constitutes or encourages conduct which may be considered a criminal offence or give rise to any civil liability in any jurisdiction.

5.6 User Data. You represent and warrant that: (a) you will not upload any User Data that you know or reasonably believe is inaccurate and/or contains errors, and (b) you are the creator and owner of the User Data, or have the necessary licenses, rights, consents, and permissions to authorise Causeway one.network and users of the Causeway one.network Service to use and distribute your User Data as necessary to exercise the licenses granted by you under these Terms, in the manner contemplated by Causeway one.network, the Causeway one.network Service, and these Terms. We are under no obligation to edit or control User Data that you or other users post or publish, and will not be in any way responsible or liable for User Data. You understand that when using the Causeway one.network Service you will be exposed to User Data from a variety of sources and acknowledge that User Data may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Causeway one.network with respect to User Data. We reserve the right to remove User Data at any time and without notice. For clarity, Causeway one.network does not permit copyright-infringing activities on the Causeway one.network Service.

5.7 You are responsible for users within your organisation. You shall ensure that all end users within your organisation are aware of your obligations under these Terms and comply with the applicable provisions of these Terms at all times when using the Causeway one.network Service. You shall be responsible for all acts and omissions of end users within your organisation during their use of the Causeway one.network Service and any such act or omission that would breach the terms of these Terms had the same been undertaken by you shall be deemed to be a breach by you of the relevant provision(s) of these Terms.

6. SECURITY

6.1 Do not share your login credentials. If you are a registered user, you must treat your login credentials as confidential. Sharing your login credentials with any other person or making them available to multiple users on a network is strictly prohibited. Accordingly, you agree to:

(a) maintain the security of your login credentials and be fully responsible for all use of the Causeway one.network Service made using your login credentials;

(b) notify us immediately if you suspect or become aware of any unauthorised use of your login credentials or any other breach of the Causeway one.network Service’s security, by contacting Causeway one.network and providing details of the unauthorised use or other security breach; and

(c) ensure that you log out of your account at the end of each session when using a public or shared device.

6.2 Use of your login credentials. You are also responsible for all use of the Causeway one.network Service via your login credentials.

6.3 Do not hack or misuse the Causeway one.network Service. You must not misuse the Causeway one.network Service by knowingly introducing viruses or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Causeway one.network Service, the server(s) on which the Causeway one.network Services are hosted or any other server, computer or database connected to the Causeway one.network Service. You must not attack the Causeway one.network Service via any form of denial-of-service attack. You are responsible for ensuring that any data (including User Data) that you upload to the Causeway one.network Service does not contain any malicious content or technologically harmful material which could damage Causeway one.network’s systems or compromise the Causeway one.network Service. You acknowledge that by breaching this clause 6.3, you may be committing a criminal offence.

6.4 Viruses. While Causeway one.network use reasonable endeavours to ensure that the Causeway one.network Service does not contain or disseminate any viruses or material which is malicious or technologically harmful, Causeway one.network does not warrant that the Causeway one.network Service will be free from bugs, viruses or malicious code and Causeway one.network will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your device, equipment, software, data or other proprietary material due to your use of the Causeway one.network Service. We therefore recommend that you use your own virus protection software and scan regularly for the presence of viruses and other malicious or technologically harmful code on your device.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership of Causeway one.network IP. All intellectual property rights in the Causeway one.network Service, any materials included in the Causeway one.network Services and the Usage Data and any modifications thereto belong to and remain the property of Causeway one.network and licensors.

7.2 ”User Data” means data owned by you (and/or your organisation) or licensed to the you (and/or your organisation) by a third party licensor and which you load, or which is loaded on your behalf, into the Causeway one.network Service.

7.3 IP in User Data. As between Causeway one.network and you, all intellectual property rights in the User Data shall be owned by you. You hereby grant (and shall procure the grant of) a perpetual non-exclusive, irrevocable, worldwide, royalty-free, sub-licensable (to Causeway one.network’s subcontractors, and to the third parties identified in this clause 7) licence for Causeway one.network (and its subcontractors to use on Causeway one.network’s behalf) to use, reproduce, distribute, prepare derivative works of, display User Data: (i) in connection with the provision of the Causeway one.network Service to you; (ii) for Causeway one.network’s own business purposes including to analyse, develop, test and operate the systems, products and services of Causeway one.network and Causeway one.network’s affiliates; (iii) as described in Clause 7.4; and (iv) to create aggregated and/or deidentified data derived from User Data or use of the Causeway one.network Services (“Usage Data”) for Causeway one.network’s business purposes including for industry analysis, benchmarking, and analytics. Nothing in these Terms (including this clause) shall be considered to place any limit on Causeway one.network’s use of any User Data to the extent such data is also available to Causeway one.network from another source (including open data sources).

7.4 Publicly accessible data. You acknowledge and agree that certain User Data you upload to the Causeway one.network Service will become publicly available and/or accessible (both via the Causeway one.network Service or otherwise), and that such User Data may be used by other users of the Causeway one.network Service for their internal business purposes and provided by us to third parties including providers and users of satellite navigation systems, and public authorities (including road traffic authorities) for their own business purposes. For the avoidance of doubt, no personal data will be made publicly available and/or accessible.

7.5 Additional restrictions. Causeway one.network and its licensors reserve any and all rights (including intellectual property rights) in and to the Causeway one.network Service other than the limited licence rights expressly granted in these Terms. For the avoidance of doubt and without limitation, the licence granted by Causeway one.network under these Terms does not permit you (or your organisation) to:

(a) allow access to the Causeway one.network Service by, or grant any sub-licence to the Causeway one.network Service to, any third party (including any of your affiliates, or your or their third party service providers) except as expressly agreed with Causeway one.network in writing;

(b) use itself or grant any sub-licence to the object code or source code of the Causeway one.network Service, which shall remain hosted by or on behalf of Causeway one.network at all times.

7.6 License to use Causeway one.network Service. As long as you comply in full with these Terms, Causeway one.network grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Causeway one.network Service in the Territory. If your organisation is based in the United States, the “Territory” shall mean the United States; if your organisation is based in the United Kingdom, the “Territory” shall mean the United Kingdom.

7.7 Third party claims. You agree to defend and keep Causeway one.network (including Causeway one.network’s officers, directors, employees, consultants, agents, and affiliates) indemnified in full at all times (on a debt basis upon demand by Causeway one.network) against any and all losses, claims, liability, costs, damages, fines or expenses (including reasonable legal costs) that are incurred, suffered or threatened against Causeway one.network and (including Causeway one.network’s affiliates and any third party providers) arising out of or in connection with your use of the Causeway one.network Service or your User Data. For the avoidance of doubt this includes (but is not limited to) any third party claims resulting from your failure to comply with applicable law, misuse of the Causeway one.network Services, and/or breach of these Terms.

7.8 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Causeway one.network Service (“Feedback”), then you hereby grant Causeway one.network an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Causeway one.network Service and create other products and services.

8. THIRD PARTY CONTENT AND SERVICES

8.1 Your access and use of the Causeway one.network Service may include access and use of content or services from third party providers or may be subject to additional third party terms. Causeway one.network is not responsible to you for anything to the extent provided by a third party provider, and your access and use of such content or services shall also be subject to the additional terms, conditions, notices and disclaimers provided by those third party providers (“Third Party Terms”), including as set out here: https://one.network/legal. In the event of a conflict between these Terms and such Third Party Terms, then such Third Party Terms shall prevail but only in respect of that third party content or service.

8.2 Third party providers are not Causeway one.network’s subcontractor, and Causeway one.network is not responsible to you for the acts and omissions of such third party providers or your access and use of third party content or services to the extent it is subject to Third Party Terms.

9. DATA PROTECTION AND COOKIES

9.1 Our Privacy Policy. Causeway one.network has a privacy policy (“Privacy Policy”) that contains details about how and why we process personal data. You can access the Privacy Policy here: you can access here: https://uk.one.network/company/privacy. We strongly recommend that you read and ensure you understand Causeway one.network’s Privacy Policy prior to using the Causeway one.network Service.

9.2 We may process personal data. As a result of your use of the Causeway one.network Service, Causeway one.network will process personal data, however any personal data processed by Causeway one.network will only be processed in accordance with one.network’s Privacy Policy.

9.3 User Data. You should ensure that your User Data does not include any personal data, or if it does that you have all necessary consents and legal basis for providing it to the Causeway one.network Service, and for our processing of that personal data as identified in these Terms (including making it publicly available via the Causeway one.network Service and providing to third parties) to be in accordance with applicable law.

9.4 Cookies. Causeway one.network uses cookies to deliver our web-based services and to understand what information our visitors and users find useful. See our cookie policy here: https://uk.one.network/cookies-policy.

10 . DISCLAIMERS; NO WARRANTIES

THE CAUSEWAY ONE.NETWORK SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE CAUSEWAY ONE.NETWORK SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CAUSEWAY ONE.NETWORK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE CAUSEWAY ONE.NETWORK SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE CAUSEWAY ONE.NETWORK SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CAUSEWAY ONE.NETWORK DOES NOT WARRANT THAT THE CAUSEWAY ONE.NETWORK SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE CAUSEWAY ONE.NETWORK SERVICE, WILL BE ACCURATE, COMPLETE, CURRENT, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CAUSEWAY ONE.NETWORK DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE CAUSEWAY ONE.NETWORK SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE CAUSEWAY ONE.NETWORK SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE CAUSEWAY ONE.NETWORK ENTITIES OR THE CAUSEWAY ONE.NETWORK SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER CAUSEWAY ONE.NETWORK SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE CAUSEWAY ONE.NETWORK SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE CAUSEWAY ONE.NETWORK SERVICE) OR ANY LOSS OF DATA, INCLUDING USER DATA.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS CLAUSE APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Causeway one.network does not disclaim any warranty or other right that Causeway one.network is prohibited from disclaiming under applicable law.

11 . LIABILITY

EXCEPT FOR CAUSEWAY ONE.NETWORK’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY CAUSEWAY ONE.NETWORK’S NEGLIGENCE; AND (B) DAMAGES CAUSED BY CAUSEWAY ONE.NETWORK’S FRAUD OR FRAUDULENT MISREPRESENTATION, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CAUSEWAY ONE.NETWORK BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE CAUSEWAY ONE.NETWORK SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CAUSEWAY ONE.NETWORK HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN CLAUSE 14.2.2 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF CAUSEWAY ONE.NETWORK TO YOU AND YOUR ORGANISATION FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE CAUSEWAY ONE.NETWORK SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO CAUSEWAY ONE.NETWORK FOR ACCESS TO AND USE OF THE CAUSEWAY ONE.NETWORK SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $1,000.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS CLAUSE 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12 . CONFIDENTIALITY

12.1 “Confidential Information” means all information which is disclosed by either you or Causeway one.network as a result of your (or your organisation’s) use of the Causeway one.network Service, and includes but is not limited to any financial, commercial, operational, strategic, technical, product, supplier or customer related information, or any other information regardless of whether such information was marked as confidential or not, which a receiving party receives from a disclosing party (including all documents, login credentials, and documentation relating to the Causeway one.network Services). However Confidential Information does not include information which:

(a) is already in the possession of the receiving party without an obligation of confidentiality owed to the other party; or

(b) has been developed by the receiving party independently without access to any of the relevant Confidential Information; or

(c) the receiving party rightfully receives free of any obligation of confidentiality from a third party; or

(d) is disclosed (including being made publicly accessible and/or available) in accordance with the rights granted in clause 7; or

(e) is already in the public domain other than by any breach these Terms.

12.2 Both you and Causeway one.network will not:

(a) disclose to any third party any Confidential Information relating to the other party (except as required by a competent regulatory authority); and

(b) use any Confidential Information for any purpose other than to fulfil each party’s rights and obligations under these Terms in the provision or receipt of the Causeway one.network Service,

in each case, without the prior written consent of the other party.

12.3 Confidentiality obligations also apply to your employees. You and Causeway one.network will both ensure that all employees, staff, contractors and subcontractors who come into contact with any Confidential Information of the other party in the performance or receipt of the Causeway one.network Services are aware of and comply with the confidentiality requirements in this clause 12.

13. Digital Millennium Copyright Act

13.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Causeway one.network Service, you may contact our Designated Agent at the following address:

ATTN: Copyright Officer

Email: copyright@one.network

Physical Mail: One Network USA, Inc, 1000 N. West Street, Suite 1200, Wilmington, DE 19801, USA

13.2 Any notice alleging that materials hosted by or distributed through the Causeway one.network Service infringe intellectual property rights must include the following information:

13.2.1 an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other right being infringed;

13.2.2 a description of the copyrighted work or other intellectual property that you claim has been infringed;

13.2.3 a description of the material that you claim is infringing and where it is located on the Causeway one.network Service;

13.2.4 your address, telephone number, and email address;

13.2.5 a statement by you that you have a good faith belief that the use of the materials on the Causeway one.network Service of which you are complaining is not authorised by the copyright owner, its agent, or the law; and

13.2.6 a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.

13.3 Repeat Infringers. Causeway one.network will promptly terminate the accounts of users that are determined by Causeway one.network to be repeat infringers.

14 . DISPUTE RESOLUTION AND ARBITRATION

14.1 Users Outside the United States. If you are using the Causeway one.network Services outside of the United States, this clause 14.1 will apply and these Terms (and any non-contractual obligations arising out of or in connection with these Terms and any claim or dispute in relation to their formation) will be governed by and construed in accordance with English law without regard to conflict of law principles and subject to the exclusive jurisdiction of the English courts.

14.2 Users in the United States.

14.2.1 Governing Law and Venue. If you are using the Causeway one.network Services in the United States, this clause 14.2 will apply and these Terms will be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles. Except as specified in clause 14.2.2.1, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms.

14.2.2 Arbitration Generally. In the interest of resolving disputes between you and Causeway one.network in the most expedient and cost effective manner, and except as described in clause 14.2.2.1, you and Causeway one.network agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CAUSEWAY ONE.NETWORK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

14.2.2.1 Exceptions. Despite the provisions of clause 14.2.2, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

14.2.2.2 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this clause 14.2.2 within 30 days after the date that you agree to these Terms by sending a letter to One Network USA, Inc, 1000 N. West Street, Suite 1200, Wilmington, DE 19801 that specifies: your full legal name, the email address associated with your account on the Causeway one.network Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Causeway one.network receives your Opt-Out Notice, this clause 14.2.2 will be void and any action arising out of these Terms will be resolved as set forth in clause 14.2.1. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

14.2.2.3 Arbitrator. Any arbitration between you and Causeway one.network will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Causeway one.network. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

14.2.2.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Causeway one.network’s address for Notice is: One Network USA, Inc, 1000 N. West Street, Suite 1200, Wilmington, DE 19801. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Causeway one.network may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Causeway one.network must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Causeway one.network in settlement of the dispute prior to the award, Causeway one.network will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

14.2.2.5 Fees. If you commence arbitration in accordance with these Terms, Causeway one.network will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Causeway one.network for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

14.2.2.6 No Class Actions. YOU AND CAUSEWAY ONE.NETWORK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Causeway one.network agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

14.2.2.7 Modifications to this Arbitration Provision. If Causeway one.network makes any future change to this arbitration provision, other than a change to Causeway one.network’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Causeway one.network’s address for Notice of Arbitration, in which case your account with Causeway one.network will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

14.2.2.8 Enforceability. If clause 14.2.2 is found to be unenforceable, or if Causeway one.network receives an Opt-Out Notice from you, then the entirety of this clause 14.2.2 will be null and void and, in that case, the exclusive jurisdiction and venue described in clause 14.2.1 will govern any action arising out of or related to these Terms.

15. TERM AND TERMINATION

15.1 Term. These Terms are effective beginning when you accept the Terms or first access or use the Causeway one.network Service, and ending when terminated as described in clause 15.2.

15.2 Termination. If you violate any provision of these Terms, your authorisation to access the Causeway one.network Service and these Terms automatically terminate. In addition, Causeway one.network may, at its sole discretion, terminate these Terms or your account on the Causeway one.network Service at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by emailing info@one.network.

15.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Causeway one.network Service; (b) you will no longer be authorised to access your account or the Causeway one.network Service; and (c) and clauses which by their nature are intended to survive termination will survive, including without limitation the license to User Data provided in clause 7.

16. GENERAL

16.1 Headings. Note that clause headings and sub-headings shall not affect the interpretation of these Terms.

16.2 Assignment. Causeway one.network may assign, novate or transfer our rights and obligations under these Terms to another organisation. You will not assign, novate or transfer any of your rights or your obligations under these Terms to another person or entity unless Causeway one.network has given our prior written consent.

16.3 Entire agreement. These Terms, our Privacy Policy and any documents expressly referred to within these Terms constitute the entire understanding and agreement between you and Causeway one.network in relation to your use of the Causeway one.network Service. You agree that you have not relied on any statement or information in entering into these Terms which is not set out therein. However, nothing in this clause 16.3 shall restrict Causeway one.network’s liability for fraudulent misrepresentation. Except as expressly permitted in clause2.4, these Terms may be amended only by a written agreement signed by authorised representatives of the parties to these Terms. If there is any conflict between these Terms, our Privacy Policy and any documents expressly referred to within these Terms, these Terms will take precedence. For the avoidance of doubt if your organisation has entered into a separate written agreement signed by a representative of Causeway one.network, to the extent that agreement covers the provision of the same services as the Causeway one.network Services, then that other agreement shall prevail over these Terms.

16.4 No rights for third parties. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms, except as expressly set out in these Terms. Causeway one.network’s third-party data licensors and third party providers shall have the right to enforce these Terms (including any Third Party Terms to the extent incorporated into these Terms) in relation to their content or services.

16.5 No waiver. If Causeway one.network does not insist immediately that you do something you are required to do under these Terms, or if we delay in taking steps against you in respect of you breaching these Terms, that will not be a waiver of any subsequent breach or default by you and it will not prevent us from taking steps against you at a later date.

16.6 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

16.7 Consent to Electronic Communications. We may send you emails concerning out products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. By using the Causeway one.network Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

16.8 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Causeway one.network Service or to receive further information regarding use of the Causeway one.network Service.

16.9 No Support. We are under no obligation to provide support for the Causeway one.network Service. In instances where we may offer support, the support will be subject to published policies.

17.CONTACT DETAILS

17.1 How we may contact you: If we need to contact you, we may do so using the contact details you provided upon registration with us.

17.2 Causeway one.network’s contact details. You can contact Causeway one.network using the following details:

Email: info@one.network