Virtual Cabinet® Portal Terms and Conditions

(February 2025)

Introduction

a. Welcome to the Virtual Cabinet® Portal (the Portal).

b. When we refer to you, your or yourself, we mean you the user; both as an individual and the corporate entity (if any) you represent (such as a company or partnership). If you represent a corporate entity, you individually warrant that you are duly authorised to act on behalf of that entity.

c. When we refer to we, us or our, it will mean GetBusy UK Limited a company registered in England under number 03574066 and whose registered address is at Suite 8, The Works, 20 West Street, Unity Campus, Pampisford, Cambridge, United Kingdom CB22 3FT.

d. These Terms and Conditions govern your access to and use of the website, www.virtualcabinetportal.com (the Site), along with any information, text, graphics, files, content or other materials uploaded, posted or published by you (User Content), along with any information, text, graphics, or other materials created and/or provided by us and appearing on the Site (GetBusy Content) and any services and/or software provided through or in conjunction with the Site

e. Collectively, the Site, User Content, GetBusy Content, software and services are referred to as the Solution.

f. By accessing or using this Site, the services available through the Site, and any service, software, application, plug-in, component, functionality or program created and/or provided by us, you are agreeing to these Terms and Conditions. These Terms and Conditions, along with any other policies or guidelines posted on or in connection to the Site by us, shall govern your use of the Solution, whether used directly or through a third-party site and/or application.

g. These Terms and Conditions limit our liability and obligations to you, grant us certain rights and allow us to change, suspend, or terminate your access to and use of the Solution. Your access to and use of the Solution are expressly conditional on your compliance with these Terms and Conditions.

h. BY ACCESSING THE SITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND, HAVE THE LEGAL CAPACITY TO, AND HEREBY AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SOLUTION.

i. You may only access and use the Site if you are at least 16 years of age.

j. Any questions concerning these Terms and Conditions should be directed to legal@getbusy.com.

1. Modifications to these Terms and Conditions

1.1 We reserve the right, at our sole discretion, to change, modify or otherwise alter these Terms and Conditions at any time and without notice. Such modifications shall become effective immediately upon posting thereof. You should view these Terms and Conditions on a regular basis to keep yourself apprised of any changes. If you do not agree to the Terms and Conditions at any time, your sole recourse is to immediately stop all use of the Solution. Your continued use of the Solution following the posting of modifications will constitute your acceptance of the revised Terms and Conditions.

2. Your Registration Obligations

2.1 To obtain and use the Solution, you will be required to register on the Site by completing a registration form and designating a user name and password (User ID), including where this is done by automated means via software, plug-in or website. In most cases, the user name part of your User ID will be automatically derived from your email address. When registering with us, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration process (such information being the Registration Data) and; (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Solution (or any portion thereof).

2.2 You may not authorise any third party to access or use the Solution on your behalf. You are responsible for maintaining the confidentiality of the User ID and are fully responsible for all activities that occur under your User ID. You agree to immediately notify us of any unauthorised use of your User ID or any other breach of security. We are not liable for any loss or damage (whether direct, indirect or consequential) arising from any unauthorised use of your account.

3. Consent to Communications and Solicitation

3.1 By registering for access to the Portal through the Site, you understand that we may initiate communications to you regarding the Solution, including but not limited to: (a) notices about your use of the Solution, including any notices concerning violations of use; (b) updates, and; (c) promotional information and materials regarding the our products and services. We give you the opportunity to opt-out of receiving marketing communications from us.

4. User Conduct / Acceptable Use Policy

4.1 Unauthorised use of the Solution or the resale of the Solution is strictly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign your licence to the Solution in any format to any third party. In addition, you may not use the Solution in any way that violates either the GetBusy Acceptable Use Policy (GetBusy AUP) or any applicable law. Further, you may not use the Solution to send, receive, or download messages or materials that are inappropriate or violate our intellectual property rights of those of others.

4.2 To the extent that the Solution provides you an opportunity to store and exchange User Content, you hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information contained therein. By registering to use the Portal, you understand and acknowledge that we and our contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and display such User Content for the sole purpose of providing you the Solution for which you have registered. You continue to retain all ownership rights in any User Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other users for interaction with other users. We do not claim any ownership rights in any User Content.

4.3 We do not review content posted by users or other contributors. We will have the right, but not the obligation, to reject, refuse to post, or otherwise monitor your User Content or any other user content, and may remove or require the removal of all content that we, in our sole discretion, deem to be in violation of the GetBusy AUP and/or these Terms and Conditions. In addition, we have the right to remove any User Content if we have reason to believe that displaying such User Content may infringe the rights of a third party or otherwise subject us to expense or liability.

4.4 You should notify us regarding any content that you believe may violate any applicable law or your intellectual property rights or contain undesirable images of, or links or references to, tobacco and alcohol products, profanity, pornography, violence, prejudicial content, or content that is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable. The email address for such notification is:

legal@getbusy.com

4.5 We reserve the right, at our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit our response to a future complaint. You acknowledge and agree that we shall not assume or have any liability for any action or inaction by us with respect to any content on the Solution, including User Content.

4.6 We reserve the right, at our sole discretion, to deactivate and/or require a change of name for any username for any reason. We may exercise such right at any time, with or without prior notice. Upon receipt of notice from us of our decision, you will promptly provide us with a replacement username acceptable to us, or the username may be removed by us at our sole discretion.

4.7 Additionally, we reserve the right, without limitation, to terminate your access to and use of the Solution if, in our view, your conduct fails to meet any of the general prohibitions set out in the GetBusy AUP.

4.8 We have the right to investigate and prosecute violations of the GetBusy AUP, including intellectual property rights infringement and Solution security issues. We may engage and cooperate with law enforcement authorities in prosecuting you if you violate these Terms and Conditions. You acknowledge that we have no obligation to monitor your access to or use of the Solution, but have the right to do so for the purpose of operating the Solution to ensure your compliance with these Terms and Conditions, or to comply with applicable legislation or the order or requirement of a court, administrative agency or other government body.

5. Intellectual Property Rights and Notices

5.1 Except for the licenses granted herein, you have no right, title or interest in or to the Portal or Solution. You agree that we and our licensors (as appropriate) retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the Portal Solution including without limitation text, images, and other multimedia data, even if we incorporate any of your feedback into subsequent versions. The Solution (including but not limited to design, text, software, configurations, graphics, other files and their selection and arrangement) are protected by applicable law, and are our proprietary property, or that of our suppliers, affiliates, or licensors.

5.2 GetBusy Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcast or circulated to any third party (including, without limitation, the display and distribution of the material via a third party website or other networked computer environment) without our express prior written consent.

5.3 The Virtual Cabinet Portal and the Virtual Cabinet Portal logo are our proprietary trademarks, service marks or registered trademarks, and may not be imitated, or used, in whole or in part, without our express prior written permission. Other product and company names may be proprietary trade or service marks of their respective owners.

5.4 We may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Site, GetBusy Content or services. Unless we have expressly granted you licences to its intellectual property in these Terms and Conditions, your use of the Solution does not grant you any licence to our intellectual property.

6. Copyright Infringement

6.1 In accordance with the provisions of section 4, you will only upload, publish, post, submit or otherwise transmit User Content that you have the lawful right to and that does not infringe the intellectual property rights or violate the privacy rights of any third party. We have adopted and implemented a policy that permits the deletion of User Content where that User Content violates this policy, and that permits the termination in appropriate circumstances of the accounts of users found to be infringing, are believed to be, or are alleged to be infringing the rights of copyright holders.

7. Third Party Content, Sites & Services

7.1 All transactions using the Solution are between the transacting parties only. The Solution may contain features and functions linking you to or providing you with certain functionality and access to third party content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the internet as a whole. We may also provide some GetBusy Content to you as part of the Solution. However, we are not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities and transactions associated with such activities, are solely between you and the applicable third party. Similarly, we are not responsible for any third party content you access with or via the Solution, and you irrevocably waive any claim against us with respect to such sites and third party content. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any such third parties. You are solely responsible for your dealings with any third party related to the Solution, including the delivery of and payment for goods and services.

8. Server & Desktop Software

8.1 If you have licensed our software that allows you to use the Solution on your server or desktop (Local Software), you understand and agree that any information, materials, data, files, programs, ideas and opinions provided or made available by you through the Local Software constitutes User Content. By licensing the Local Software, you grant us and our contractors an irrevocable, royalty-free, worldwide license to access, use, modify, and delete User Content on your server or desktop through the Local Software for the sole purpose of providing you the Solution for which you have regiatered, including, without limitation, the synchronisation of files and related metadata between the Local Software and the Site. You agree and acknowledge that we shall not assume or have any liability for any action or inaction by us with respect to any such User Content, including, without limitation, the loss of such User Content.

8.2 If you have licensed the Local Software, we reserve the right, at our sole discretion, to make unscheduled deployments of updates or enhancements to the Local Software. You acknowledge and understand that during such deployments, certain functionality of the Local Software may be unavailable and outages may occur.

9. Privacy

9.1 Our Portal Privacy Policy is published at www.virtualcabinetportal.com/PrivacyPolicy where information and notices concerning our collection and use of your personal information can be found.

9.2 Your use of the Solution signifies acknowledgement of and agreement to the Portal Privacy Policy. You further agree that we may preserve or disclose your personal data as described in the Privacy Policy, which includes if required to do so by law or in good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process or to enforce these Terms and Conditions.

10. Auditing

10.1 You agree that your use of the Solution will be monitored and audited by, or on behalf of, us, and such monitoring will include time stamps in relation to electronic signatures. We will store all such data we collect in respect of such monitoring and auditing to use for the enforcement of this Agreement and for our own business purposes.

11. Maintenance

11.1 We will make commercially reasonable efforts to ensure that the Solution is available. However, the Solution may occasionally be unavailable, including during the performance by us of system maintenance and upgrades. We disclaim all responsibility for any interruptions to the Solution, including those caused by external forces affecting the reliability of the internet or computer systems.

12. Electronic Approval & Signatures

12.1 You hereby agree that any use of functionality within the Solution in relation to acknowledging, approving, confirming, signing, or any other action that intimates agreement with or consent to the content and terms of documents and related information, constitutes your acceptance that such actions are considered legal, admissible and enforceable under applicable law. If you perform such a transaction in your capacity as a representative of a corporate entity, you acknowledge and agree that you have the legal capacity to do so.

12.2 You agree that references to the Solution and us by name in any document, communication or data resulting from a Solution transaction do so in our capacity as a trusted disinterested third party only, and do not implicate the Solution or us as a direct party in any such transaction. Any attempt to do so by you will be void. You are responsible for recognising the parties of interest in all transactions you complete using the Solution and assessing all associated risks.

13. Use of the Solution at Your Own Risk

13.1 Your access to and use of the Solution is at your own risk. We have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Solution.

13.2 The Solution is provided "as-is" without warranty or condition of any kind, either express or implied. Without limiting the foregoing, we explicitly disclaim any warranties of merchantability, fitness for a particular purpose or non-infringement and any warranties arising out of course of dealing or usage of trade. You acknowledge that use of the Solution may result in unexpected results, loss or corruption of data or communications, project delays, other unpredictable damage or loss of your data, User Content or files or exposure of such to unintended third parties.

13.3 We make no warranty that the Solution will meet your requirements or be available on an uninterrupted, secure, or error free basis. We make no warranty regarding the quality of any products, services, or information purchased or obtained through the Solution, or the accuracy, timeliness, truthfulness, completeness or reliability of any information obtained through the Solution.

13.4 No advice or information, whether oral or written, obtained from us or through the Solution, will create any warranty not expressly made herein.

14. Indemnity

14.1 You agree to defend, indemnify, and hold us, our agents, directors, employees and officers (together Indemnified Parties) harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal costs, arising out of or in any way connected with: (a) your access to or use of the Solution; (b) your violation of these Terms and Conditions; (c) your violation of any third party right, including, without limitation any intellectual property right, including but not limited to the right of attribution, publicity, confidentiality, property or privacy right; or (d) any claim that your User Content, or your use of User Content, caused damage to a third party, including without limitation claims that your User Content, or your use of User Content or files, infringe the rights of another.

15. Limitations of Liability

15.1 We are not liable to you or to any third party for any damages of any kind, including, without limitation, any indirect, consequential, special, incidental or punitive damages (including, without limitation, loss of use, data, business or profits) arising out of, based on, or resulting from these Terms and Conditions or your use of, or inability to access or use the Solution, even if we have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the damages arise from: (a) breach of these Terms and Conditions; (b) breach of warranty; (c) negligence; or (d) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law. If you are dissatisfied with the Solution, you do not agree with any part of these Terms and Conditions, or you have any other dispute or claim with or against us with respect to these Terms and Conditions or the Solution, then your sole and exclusive remedy is to discontinue using the Solution. In the event that, notwithstanding the foregoing limitations and disclaimers, we are found by a court of competent jurisdiction to be liable to you for any reason whatsoever, our liability shall be limited to a sum not to exceed £100.

16. Termination of Service

16.1 We reserve the right to terminate without notice your User ID or use of the Solution and delete any data or User Content in our sole discretion, without cause and/or without notice. You may terminate your user account at any time by providing us with written notice at the following email address:

support@virtualcabinet.com

16.2 Upon termination by either party, you may request a copy of your data or User Content, which we will make available for a fee. You must make such a request, in writing, at notification of termination to receive such a copy within thirty (30) days of termination of service. Otherwise, ANY DATA YOU HAVE STORED ON OUR SOLUTION MANY NOT BE RETRIEVED, and we will have no obligation to maintain any data or User Content stored for your account or to forward any data or User Content to you or any third party.

17. Severability

17.1 In the event that any provision of these Terms and Conditions including, but not limited to, the warranty disclaimer and liability limitation set forth herein, is deemed unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect.

18. Waiver

18.1 Our failure to enforce or delay in enforcing any right or provision in these Terms and Conditions will not be deemed a waiver of such right or provision.

19. Controlling Law and Jurisdiction

19.1 These Terms and Conditions and any action related to them thereto will be governed by the laws of the England and Wales without regard to any conflict of law provisions. Each of the parties hereto waives any objection to any claim being tried in the legislative jurisdiction of England and Wales.

20. Entire Agreement

20.1 These Terms and Conditions are the entire and exclusive agreement between you and us regarding the Portal Solution, and these Terms and Conditions supersede and replace any prior arrangements between us and you regarding the Portal Solution.