Partner Terms

The parties to this Agreement are:

A. Just About Community Ltd, trading as “Uplift Engine” in respect of its brand partnership and campaign management services, a company registered in England and Wales with company number 13980864 and with its registered office at 168 Church Road, Hove, England, BN3 2DL (hereafter “Uplift Engine”, “we” or “us”).

Uplift Engine operates a campaign management platform available at upliftengine.io through which brand partners set up, fund and manage Bounties (the “Campaign Manager”). Bounties set up via the Campaign Manager are run on Just, the community platform operated by the same company and available at justabout.com, through which Just's community members participate in Bounties, submit Content and engage with brand campaigns (“Just”). The Campaign Manager and Just are together the “Platform”.

B. The Partner (whose details are as set out below). Uplift Engine wishes to collaborate with the Partner in order to run bounty competitions (“Bounties”) on the Platform relating to the Partner's products/services that Just's community members can choose to participate in, all in accordance with Just's Terms of Use (currently available here) and as may be updated from time to time (the “Just User Terms”).

These Terms (the “Terms”), together with any annexes, constitute the entire agreement between Uplift Engine and the Partner (the “Agreement”). These Terms are Uplift Engine's overall, standing terms and are not specific to any single Bounty or campaign — see clause 2 (Structure of this Agreement) below. The Agreement takes effect on the date the first Bounty funded by the Partner goes live on the Platform (the “Effective Date”), or, where the parties execute these Terms by signature, on the date of that signature if earlier. By creating a Campaign Manager account and using it to create and fund a Bounty, or by signing where indicated below, the Partner confirms that it agrees to be bound by the Terms and any annexes. All defined terms used in these Terms shall, unless otherwise defined, have the meaning set out below.

Key Terms

Special Terms

If for any reason the full budget the Partner allocates to a Bounty is not spent by community members during that Bounty's entry period, the unused portion shall be extended into a further Bounty or reallocated to another of the Partner's Bounties, as agreed between the parties.

JUST ABOUT COMMUNITY LTD (TRADING AS “UPLIFT ENGINE”)
TERMS AND CONDITIONS

1. Overview

These Terms, together with any annexes, constitute the entire agreement between the parties in relation to their subject matter, and prevail over any inconsistent terms or conditions contained in, or referred to in, the Partner's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2. Structure of this Agreement

2.1These Terms are Uplift Engine's overall, standing terms governing the relationship between Uplift Engine and the Partner. They are not specific to, and do not need to be re-executed for, any single Bounty or campaign.

2.2The budget for, and other details of, each individual Bounty (including the total amount the Partner allocates to that Bounty, any Boosting budget, and the Bounty-specific matters covered by the Bounty Rules under clause 11.2) are agreed and configured separately, generally via the self-serve functionality of the Campaign Manager, and do not require any amendment to these Terms.

2.3Where the parties wish to agree bespoke commercial terms for a particular Bounty or campaign that differ from these Terms (for example, non-self-serve invoicing, a bespoke fee structure, or additional obligations), they may do so in writing signed by both parties, and such written agreement shall take precedence over these Terms to the extent of any inconsistency, but only in respect of the specific Bounty or campaign to which it relates.

3. Uplift Engine's obligations

3.1Uplift Engine shall use reasonable endeavours to provide the Services: (a) with all due care, skill and ability; (b) materially in accordance with these Terms and the Bounty Rules published for each Bounty; and (c) in a timely, reliable and professional manner. If any performance dates are specified by the Partner, Uplift Engine shall use reasonable endeavours to meet such performance dates, but any such dates shall be estimates only and time shall not be of the essence.

3.2Should the Partner identify content in the Bounty submissions which is in material breach of the Just User Terms and notify Uplift Engine of the same, Uplift Engine shall ensure that such content, if found to be in material breach of the Just User Terms by Uplift Engine (acting reasonably), is promptly taken down.

3.3Uplift Engine shall provide the Partner with access to reporting and performance analytics for its Bounties via the Campaign Manager, covering matters such as submissions received, community engagement, and Fees and Boosting spend.

3.4Uplift Engine's content moderation, disclosure-support and Boosting obligations are set out in clauses 6–9 below.

4. Partner's obligations

4.1The Partner shall:

4.1.aco-operate with Uplift Engine in all matters relating to the Services, including providing such assistance as may be reasonably requested by Uplift Engine from time to time;

4.1.bprovide to Uplift Engine in a timely manner any requested input or feedback and all documents, information, items and materials in any form (whether owned by the Partner or a third party) reasonably required by Uplift Engine in connection with the Services and ensure that they are accurate and complete;

4.1.cobtain and maintain all necessary licences, consents and permissions necessary for Uplift Engine to perform its obligations pursuant to this Agreement; and

4.1.dcomply with any of the Partner's additional responsibilities as otherwise agreed between the parties from time to time.

4.2If the performance of Uplift Engine's obligations under this Agreement is prevented or delayed by any act or omission by the Partner (including the Partner's agents, subcontractors or employees) then, without prejudice to any other right or remedy Uplift Engine may have, Uplift Engine shall be allowed an extension of time to perform its obligations equal to the delay caused by the Partner (including the Partner's agents, subcontractors or employees).

5. Fees

5.1Save as otherwise expressly agreed in writing between the parties, Fees are not a fixed sum but are calculated automatically each time the Partner creates and funds a Bounty using the self-serve functionality of the Campaign Manager. Of the total budget the Partner allocates to a Bounty, 70% is allocated to fund Bounty payments to winning community members in accordance with the Just User Terms, and the remaining 30% constitutes the Fees payable to Uplift Engine in respect of that Bounty. Budget allocated to a Bounty is only applied, and Fees only accrue, as and when Bounty submissions are judged and prizes are awarded from that budget; unspent or uncommitted budget is not charged to the Partner as Fees and, in accordance with the Special Terms below, may be extended into a further Bounty or reallocated to another of the Partner's Bounties. The split described in this clause 5.1 reflects Uplift Engine's pricing at the date of this Agreement and may be varied by Uplift Engine from time to time; the split displayed to the Partner within the Campaign Manager at the point a Bounty is funded shall apply to that Bounty.

5.2The Partner shall pay Uplift Engine the Fees calculated in accordance with clause 5.1 above or, where the parties have agreed bespoke fee terms for a particular Bounty or campaign in accordance with clause 2.3, in accordance with that agreement.

5.3All Fees stated or referred to in this Agreement are exclusive of VAT.

5.4All Fees payable under this Agreement shall be invoiced and paid in pound sterling unless otherwise agreed in writing between the parties, including any associated exchange rate and/or fees due to Uplift Engine relating to such currency payment.

5.5The Fees are exclusive of any expenses. The Partner shall be responsible for any expenses incurred by Uplift Engine under this Agreement which have been agreed between the parties in advance in writing.

5.6Fees for a Bounty accrue and are payable as prizes are awarded from that Bounty's budget, in accordance with clause 5.1, using the payment method held on file with the Partner's Campaign Manager account. Where the parties have agreed alternative invoicing terms in accordance with clause 2.3 and the Partner fails to make any payment due by the relevant due date, Uplift Engine shall be entitled to: (a) require the Partner to pay interest on the overdue amount at an annual rate equal to 3% over the then current base lending rate of HSBC Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement, and the Partner shall pay the interest together with the overdue amount; and/or (b) immediately suspend the provision of the Services to the Partner unless and until such payment is made.

5.7On expiry or termination of this Agreement, where the Partner has not yet paid all due Fees under this Agreement, Uplift Engine shall be entitled to invoice the Partner in respect of any unpaid Fees, which will be due and payable within thirty (30) days of receipt of Uplift Engine's invoice.

6. Confidentiality and Publicity

6.1For the purposes of this Agreement, “Confidential Information” means all confidential information and data of whatever nature, whether supplied orally or in writing, and however recorded or preserved, including customer lists, contracts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models and trade secrets.

6.2Except as provided by clause 6.3, each party shall at all times during the term and after termination of this Agreement:

6.2.ause reasonable endeavours to keep all Confidential Information confidential and not disclose any Confidential Information to any other person; and

6.2.bnot use any Confidential Information for any purpose other than to comply with its obligations or exercise its rights under this Agreement.

6.3Each party may disclose the other party's Confidential Information:

6.3.ato its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 6; and

6.3.bas may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6.4All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by either party from the other shall be returned or destroyed promptly on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.

6.5Notwithstanding the remainder of this clause 6, Uplift Engine shall be permitted to reference the Partner on the Platform, and in other promotional and marketing material relating to the Platform, as a partner of Uplift Engine.

7. Intellectual Property

7.1For the purposes of this Agreement, “Intellectual Property Rights” means all copyright and related rights, unregistered and registered design rights, publication rights, database rights, rights in confidential information (including know-how and trade secrets), trade marks (whether registered or unregistered, and including all applications for registration) and any goodwill attaching to trade marks and/or symbolised thereby, and any and all other intellectual property rights and sui generis rights and other similar and equivalent foreign rights (whether now subsisting or in the future created) both in the United Kingdom and all other countries of the world for the full period for which those rights subsist (including any and all extensions, renewals and all vested, future and contingent rights and rights under licences) and all applications for the foregoing.

7.2Ownership.

7.2.1Partner Content. All Intellectual Property Rights belonging to the Partner prior to the date of this Agreement shall remain vested in the Partner. In addition to the licence granted by the Partner in respect of the Partner Branding as set out above, to the extent the Partner provides any content to Uplift Engine under this Agreement (“Partner Content”) the Partner hereby grants Uplift Engine a non-exclusive, royalty free, worldwide, revocable licence to use (including adapt and vary) the Partner Content for the purposes of fulfilling Uplift Engine's obligations under this Agreement, including for Uplift Engine to use the Partner Content for the purposes of performing the Services.

7.2.2Partner Content and Branding warranty. The Partner warrants that it has the necessary rights in the Partner Content and Branding to grant the licences described in this clause 7.2 and above to Uplift Engine and that the Partner Content and Branding does not and, as far as the Partner is aware will not, infringe the Intellectual Property Rights of any third party.

7.2.3Just Content. All Intellectual Property Rights belonging to Uplift Engine or Just prior to the date of this Agreement, including any and all Intellectual Property Rights subsisting in the Platform (including its content and materials), shall remain vested in us.

7.2.4Community Content. In accordance with the Just User Terms, any content contributed as Bounty submissions by Just's community members, wherever hosted (including on a Connected Channel, as defined in the Just User Terms), is owned by those community members but licensed to Just on a non-exclusive, perpetual, irrevocable, and sublicensable basis to use such content for its own business purposes, including featuring such content on the Platform and making it available for syndication. Just hereby confirms that for any community member who submits content to the Partner's Bounties and who is subsequently chosen as a winner of any Bounty, it shall ensure that it sublicenses the foregoing rights to such content to the Partner and that the Partner shall be deemed a sublicensee as a result. For the avoidance of doubt, no licence is granted to the Partner in respect of Bounty submissions that are not selected as a Bounty winner, and the Partner shall have no right to use, reproduce or amplify such non-winning submissions.

7.2.5Boosting. Where the Partner has enabled Boosting for a Bounty via the Campaign Manager, and subject to clause 8 (Boosting of Winning Submissions) below, the sublicence granted to the Partner under clause 7.2.4 in respect of a winning Bounty submission extends to the use of that submission, on the Connected Channel on which it was posted, as the basis for paid media promotion procured or directed by the Partner or Uplift Engine.

7.3IP claims

If any third party makes a claim, or notifies an intention to make a claim, against either party relating to third party Intellectual Property Rights' infringement where such Intellectual Property Rights belong to the other party and/or, in the case of Uplift Engine, a member of the community (an “IP Claim”), the party against whom such claim is made shall:

7.3.aas soon as reasonably practicable, give written notice of the IP Claim against the other party (the “Infringing Party”) to the Infringing Party, specifying the nature of the IP Claim against the Infringing Party in reasonable detail;

7.3.bnot make any admission of liability, agreement or compromise in relation to the IP Claim without the prior written consent of the Infringing Party (such consent not to be unreasonably conditioned, withheld or delayed);

7.3.cgive the Infringing Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within its power or control, so as to enable the Infringing Party and its professional advisers to examine them and to take copies for the purpose of assessing the IP Claim against the Infringing Party;

7.3.dtake such action as the Infringing Party may reasonably request to avoid, dispute, compromise or defend the IP Claim against the Infringing Party.

8. Boosting of Winning Submissions

8.1“Boosting” means the use of paid media tools (whether Uplift Engine's, the Partner's, or a third-party advertising platform's) to promote a winning Bounty submission on the Connected Channel on which the relevant community member posted it, beyond that Connected Channel's organic reach.

8.2Boosting is only available in respect of a Bounty submission that has been selected as a winner, and only for the Boosting Period specified in the Bounty Rules for that Bounty (or, if none is specified, 90 days from the date the relevant community member is notified as a winner).

8.3The parties acknowledge that the technical mechanism for Boosting differs by advertising platform. Some advertising platforms (for example, video-discovery advertising run through Google Ads) allow Boosting of publicly posted content without a platform-issued, post-specific authorisation from the community member. Other advertising platforms (for example, TikTok's Spark Ads product) require the community member to generate and provide a post-specific authorisation code before that post can be boosted.

8.4Where a platform-specific authorisation is required to enable Boosting, Just shall require, as a condition of the Just User Terms, that a winning community member promptly generate and provide the required authorisation upon request. The provision of a Bounty to a winning community member is not conditional on that community member providing such authorisation; however, Uplift Engine and the Partner shall have no obligation to Boost, and no liability for failing to Boost, a winning submission on a Connected Channel where the required platform-specific authorisation is not provided or is withdrawn, or where the relevant community member has opted out of Boosting under the Just User Terms.

8.5Uplift Engine shall administer Boosting either using the Boosting budget the Partner sets via the Campaign Manager, or by granting the Partner reasonable access to run Boosting directly through its own advertising accounts, as agreed between the parties. Where the Partner runs Boosting directly, the Partner shall be solely responsible for that advertising activity's compliance with clause 9 (Disclosure of Sponsored Content) and the terms of the relevant advertising platform.

8.6Boosting does not transfer ownership of, or any rights in, the underlying Connected Channel or the community member's account with the relevant third-party platform, and neither Uplift Engine nor the Partner shall take any action on a Connected Channel beyond running the specific paid media activity authorised under this clause 8.

8.7The disclosure obligations that apply to a winning Bounty submission once Boosting commences are set out in clause 9.3 (Disclosure of Sponsored Content) below.

9. Disclosure of Sponsored Content

9.1The parties acknowledge that Bounty submissions may constitute advertising, marketing or endorsement content under the laws and regulatory guidance of the jurisdiction(s) in which a community member is located, the jurisdiction(s) of the platform(s) on which content is posted, and the jurisdiction(s) in which such content is viewed, given that community members submit Content for the chance to win a Bounty.

9.2Entry-stage disclosure. Just shall require, via the Just User Terms and the applicable Bounty brief, that a community member submitting Content to a Bounty include a disclosure identifying that the Content was submitted for a chance to win a prize (for example, the phrase “Just Competition Entry”, or such other wording as Just may specify from time to time), placed as the first line of the Content's caption or description, visible without the viewer needing to expand or scroll the caption or description (“above the fold”). This disclosure applies to every Bounty submission, whether or not it is ultimately selected as a winner, and is not, of itself, a representation that the community member has been paid or has any confirmed relationship with the Partner.

9.3Boosted-stage disclosure. Where a winning Bounty submission is Boosted in accordance with clause 8, the community member shall, before Boosting commences, update the disclosure on the relevant Content from the entry-stage disclosure at clause 9.2 to: “Just Competition Entry. Boosted by Just for [Partner].” (naming the Partner), placed above the fold in the same manner as clause 9.2. This wording reflects that Boosting is carried out by Just at its own discretion, and that the community member has not entered into any separate paid partnership, sponsorship or endorsement arrangement with the Partner as a result of Boosting. Just shall notify the community member of this requirement at the point Boosting is confirmed.

9.4Just does not warrant that the disclosure standards at clauses 9.2 and 9.3 satisfy the specific advertising, consumer protection or endorsement disclosure laws of every jurisdiction in which a community member, the Partner, or their respective audiences are located, and each community member remains responsible for complying with the specific disclosure laws applicable to them in the first instance. Just shall use reasonable endeavours, through onboarding, Bounty briefs and the moderation process at clause 10, to promote compliance with this clause 9.

9.5Where the Partner (or its agents) Boosts a winning submission, or otherwise uses a Selected Submission as paid advertising, the Partner shall be solely responsible for ensuring that such paid use, and any accompanying disclosure, complies with the advertising and disclosure laws applicable to that specific use, which may impose additional or different requirements from those applicable to organic content.

9.6If either party becomes aware of a Bounty submission that appears not to comply with this clause 9, it shall promptly notify the other party, and Just shall address the non-compliance in accordance with its moderation process under clause 10.

10. Content Moderation & Brand Safety

10.1All Content submitted to a Bounty is subject to review under Just's content moderation process, which combines: (a) automated, AI-assisted screening for likely policy violations (including infringing, illegal, sexually explicit, hateful or violent content); and (b) staff review, including of content flagged under (a) or by the Partner under clause 10.3.

10.2Just shall use reasonable endeavours to ensure that content which is illegal, infringing, sexually explicit, hateful, violent, or otherwise in material breach of the Just User Terms is identified and removed prior to being made available to the Partner as a Bounty submission, but the Partner acknowledges that no automated or human review process can guarantee the complete absence of non-compliant content.

10.3If the Partner identifies content in Bounty submissions that it reasonably considers to be off-brand, or in material breach of the Just User Terms (including in relation to disclosure under clause 9), the Partner may notify Just, and Just shall review the flagged content within a reasonable time and, if it agrees (acting reasonably) that the content is in material breach, shall ensure it is promptly taken down or, where applicable, excluded from consideration as a Bounty winner.

10.4Just retains sole discretion over moderation decisions relating to content on the Platform, save that the Partner may withhold or withdraw its involvement in respect of a specific winning submission's use under this Agreement at any time prior to its use by written notice to Just.

10.5Just's moderation of Bounty submissions also enforces its wider community standards for the Platform, including its Community Code of Conduct and its guidance on AI-generated and other antisocial content, both incorporated into the Just User Terms. These standards are directed at content quality and community safety generally, in addition to the Bounty- and disclosure-specific requirements set out elsewhere in this Agreement.

11. Contest & Promotion Compliance

11.1Each Bounty constitutes a promotional competition or prize draw under the Just User Terms and shall be structured, to the extent reasonably practicable, as a skill-based contest (where chance plays no part in determining winners), consistent with the entry, judging and winner-selection mechanics set out in the Just User Terms.

11.2For each Bounty, Just shall publish rules specific to that Bounty on the Platform (“Bounty Rules”), covering matters such as eligible territories, age restrictions, entry period, entry limits, submission format, language requirements, judging criteria and total Bounties available. The Bounty Rules, together with the Just User Terms, shall constitute the official rules for that Bounty.

11.3The Partner shall promptly provide Just with accurate details of the Bounty(s) it wishes to run, including prize value, eligible territories and any Partner-specific eligibility criteria, and shall notify Just as soon as reasonably possible if it becomes aware that a proposed Bounty may trigger registration, bonding or other regulatory requirements in any jurisdiction.

11.4The Partner acknowledges that Just administers Bounties as skill-based contests across a global community and does not tailor individual Bounty structures to the promotions law of every jurisdiction in which community members may be located; Bounties shall accordingly be void and unavailable to community members in any jurisdiction where their operation would be unlawful, and Just may exclude or restrict entries from such jurisdictions.

11.5Nothing in this clause 11 shall be construed as legal advice, and each party remains responsible for obtaining its own advice as to the promotions law applicable to its participation in a Bounty.

11.6The parties intend that Bounty-specific requirements, including the matters listed at clause 11.2, are principally addressed through the Bounty Rules for the relevant Bounty rather than through amendment of this Agreement. This is intended to allow the Partner's requirements for an individual Bounty to be accommodated without needing to vary the general terms of this Agreement.

12. Creator Payments & Tax Reporting

12.1Just is solely responsible for administering payment of Bounties to community members in accordance with the Just User Terms, including via the payout mechanism described therein. The Partner shall have no direct payment relationship with, and shall make no direct payments to, any community member in connection with a Bounty, save as otherwise agreed in writing.

12.2Just shall collect such tax information from community members as it reasonably considers necessary to comply with its own applicable tax reporting and withholding obligations as the paying party, and shall be responsible for any such reporting or withholding obligations arising from its payment of Bounties.

12.3Each community member remains solely responsible for reporting and paying any tax due on Bounties received, in accordance with the tax laws of their jurisdiction. Nothing in this Agreement creates an employment, agency, or worker relationship between the Partner (or Just) and any community member.

12.4The budget the Partner allocates to a Bounty via the Campaign Manager is a single payment that funds both the Fees payable to Uplift Engine (see clause 5) and the Bounty payments made to winning community members; the Partner is not required to make any separate or additional payment to fund those Bounty payments. Boosting budget is separate from Bounty funding and is applied solely to the paid media activity described in clause 8.

13. Term and Termination

13.1These Terms shall commence on the Effective Date and shall continue unless and until terminated in accordance with these Terms, or if no Bounty funded by the Partner has been live on the Platform for a continuous period of 12 months, in which case these Terms shall terminate automatically at the end of that period.

13.2Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

13.2.athe other party fails to pay any amount due under this Agreement on the due date for payment and remains in default 15 days after being notified in writing to make such payment;

13.2.bthe other party commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and, if such breach is remediable, fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

13.2.can Insolvency Event occurs in respect of the other party.

13.3For the purposes of this Agreement, “Insolvency Event” means any of the following: (i) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (ii) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (iii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (iv) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); (v) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; (vi) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (vii) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (viii) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (i) to (vii) above (inclusive); or (ix) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

14. Consequences of Termination

14.1On termination of this Agreement, the following clauses shall continue to be in force: clause 5 (Fees), 6 (Confidentiality), 7 (Intellectual Property (including the perpetual licences granted thereunder)), 9 (Disclosure of Sponsored Content, to the extent relating to Content already in use), 12 (Creator Payments & Tax Reporting, in respect of Bounties paid prior to termination), 15 (Data Protection), 16 (International Participation), 17 (Indemnification), 18 (Liability) and 19 (General).

14.2Upon termination of this Agreement, Uplift Engine shall cease and be under no obligation to provide any further Services, including those that had been requested by the Partner but had not been accepted by Uplift Engine by the date of termination.

14.3Upon termination of this Agreement and in accordance with clause 5.7, Uplift Engine shall be entitled to invoice the Partner and the Partner shall pay Uplift Engine the Fees for the Services accepted by Uplift Engine prior to termination.

14.4Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

15. Data Protection

15.1For the purposes of this Agreement, “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the UK General Data Protection Regulation; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and any other data protection or privacy legislation applicable in a jurisdiction where a party processes personal data in connection with this Agreement (which may include, by way of example only, the California Consumer Privacy Act as amended by the California Privacy Rights Act).

15.2Each party shall comply with its obligations under Data Protection Legislation in respect of personal data processed in connection with this Agreement. Just acts as controller (or equivalent) in respect of community member personal data collected via the Platform, and processes such data in accordance with the Just User Terms and Just's Privacy Policy (available at justabout.com/privacy). Where the Partner receives community member personal data from Just (for example, in connection with a Bounty winner), the Partner shall process such data as an independent controller and shall be responsible for its own compliance with Data Protection Legislation in respect of that processing, including providing any required notices to the relevant community member.

15.3Where either party transfers personal data to the other outside the UK or European Economic Area, the transferring party shall ensure that an appropriate transfer mechanism recognised under Data Protection Legislation is in place prior to the transfer, and the parties shall reasonably cooperate to put such a mechanism in place if not already covered by an existing arrangement.

15.4Each party shall implement appropriate technical and organisational measures to protect personal data it processes in connection with this Agreement, and shall notify the other party without undue delay if it becomes aware of a personal data breach affecting personal data shared with, or received from, the other party under this Agreement.

15.5On termination, each party shall, at the other's written request, delete or return personal data received from the other party in connection with this Agreement, save to the extent it is required to retain such data by law or for the establishment, exercise or defence of legal claims.

16. International Participation

16.1The Partner acknowledges that Just's community members may be located in any jurisdiction worldwide and that Bounty submissions may appear on a range of third-party platforms (including, by way of example, YouTube, TikTok, Instagram, Twitch, X and Bluesky), each of which may be subject to different advertising, consumer protection, disclosure and content regulations depending on the jurisdictions involved.

16.2Just structures the Just User Terms and Bounty briefs to promote community members' compliance with a generally applicable baseline disclosure standard (see clause 9), but, given the global and varied nature of its community, does not maintain jurisdiction-specific versions of the Just User Terms or warrant that every Bounty submission complies with the specific advertising or consumer protection laws of every jurisdiction in which it may be viewed.

16.3The Partner is responsible for determining whether, and on what basis, it wishes to run or Boost a Bounty in respect of community members or audiences in any given jurisdiction, and for obtaining its own advice as to applicable local advertising, consumer protection and disclosure requirements before doing so.

17. Indemnification

17.1The Partner shall indemnify and hold harmless Uplift Engine, Just, their affiliates, officers, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim relating to: (a) the Partner Content or Partner Branding infringing the Intellectual Property Rights, or violating the rights (including privacy or publicity rights), of any third party; (b) the Partner's breach of its own obligations under clause 9.5 (Disclosure of Sponsored Content), clause 11 (Contest & Promotion Compliance), or clause 15 (Data Protection); or (c) the Partner's use of a winning Bounty submission other than as permitted under clause 7 or 8.

17.2Uplift Engine shall indemnify and hold harmless the Partner, its affiliates, officers, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim that a winning Bounty submission, as sublicensed to the Partner in accordance with clause 7.2.4 and used by the Partner in accordance with this Agreement, infringes the Intellectual Property Rights of a third party, save to the extent such claim arises from the Partner's modification of the submission or its use of the submission in combination with other materials not provided by Uplift Engine or Just.

17.3The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defence and settlement of the claim (save that the indemnifying party shall not settle any claim in a manner that admits fault on the part of, or imposes any obligation on, the indemnified party without the indemnified party's prior written consent); and (c) provide reasonable cooperation, at the indemnifying party's expense, in the defence of the claim.

17.4The indemnities in this clause 17 shall not apply to the extent a loss is caused by the indemnified party's own breach of this Agreement, negligence, or wilful misconduct.

18. Liability

18.1The following provisions set out the entire financial liability of either party (including any liability for the acts or omissions of its affiliates, employees, agents and subcontractors) to the other in respect of:

18.1.aany breach of this Agreement howsoever arising; and

18.1.bany representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

18.2Nothing in this Agreement shall limit or exclude either party's liability in respect of:

18.2.adeath or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;

18.2.bfraud or fraudulent misrepresentation;

18.2.cits indemnification obligations under clause 17; or

18.2.dany other liability which cannot be limited or excluded by law.

18.3Except as otherwise expressly provided in this Agreement (including those warranties set out in clause 3) Uplift Engine does not make any representations, covenants, conditions, or warranties, whether express or implied, including warranties of title or implied warranties of satisfactory quality or fitness for a particular purpose, non-infringement, accuracy or availability with respect to any of the Services provided by Uplift Engine hereunder. All warranties, conditions and other terms implied by statute or common law are, to the greatest extent permitted by law, excluded from this Agreement.

18.4Uplift Engine shall not in any circumstances be liable to the Partner, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for: (a) loss of profits; or (b) loss of business; or (c) depletion of goodwill or similar losses; or (e) loss of anticipated savings; or (f) loss of goods; or (g) loss of contract; or (h) loss of use; or (i) wasted expenditure; or (j) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

18.5Subject to clauses 18.2 and 18.4 above:

18.5.aEither party's total aggregate liability under this Agreement (other than its liability to pay any sums properly due and payable under this Agreement, and for which the Partner shall remain fully liable, and other than its indemnification obligations under clause 17, which shall not be subject to this cap) in any 12 month period shall be limited to the total Fees paid in the 12 months immediately preceding the liability.

19. General

19.1Force Majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (except for obligations relating to payment) if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to (i) acts of God, flood, drought, earthquake, tidal times or other natural disaster or event; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, or imposition of sanctions; (iv) nuclear, chemical or biological contamination or sonic boom; (v) any law or any action taken by a government or public authority; (vi) collapse of buildings, fire, explosion or accident; (vii) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this section, or companies in the same group as that party); (viii) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this section); and (ix) interruption or failure of a utility service (“Force Majeure Event”). The time for performance of each party's obligations (except for obligations relating to payment) shall be extended accordingly. If, however, the Force Majeure Event continues for more than 90 days, then either party shall have the right to terminate this Agreement on 14 days' written notice to the other party.

19.2No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19.3Warranties. Each party warrants and undertakes to the other that it has full capacity and authority and all necessary consents to enter into and to perform this Agreement and that this Agreement is executed by its duly authorised representative and represents a binding commitment on it.

19.4Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

19.5Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.6Assignment and other dealings. The parties may assign, transfer or subcontract or deal in any other manner with any of its rights and obligations under this Agreement provided that the party intending to exercise this right shall provide written notice of its intention to the other party.

19.7No automatic waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.8Severance. If any provision or part-provision of this Agreement 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 this Agreement.

19.9Notices.

19.9.aAny notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office (in the case of Uplift Engine, as set out above) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier or e-mail.

19.9.bA notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the relevant address referred to in this clause 19.9; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; (iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or (iv) if sent by email, on the day of transmission, provided a valid delivery confirmation can be proven. If actual delivery takes place outside of business hours, deemed delivery shall be on the next business day.

19.9.cThis clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19.10Third Party Rights. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

19.11Interpretation. (i) Headings and clause headings shall not affect the interpretation of this Agreement; (ii) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (iii) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (iv) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; (v) a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time; (vi) unless expressly provided otherwise in this Agreement a reference to a legislative provision shall include all subordinate legislation made from time to time; (vii) reference to writing or written includes e-mail; and (viii) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

19.12Governing Law and Jurisdiction.

19.12.aThis Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19.12.bEach party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Last updated: August 2026