Deutsche Bank Park, Frankfurt 14 May 2022
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TERMS OF USE

 

PLEASE READ THESE TERMS OF USE CAREFULLY

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU AND ANY BUSINESS ENTITY ON WHOSE BEHALF YOU ACCESS THE WEBSITE AND/OR SERVICES.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE WEBSITE AND/OR SERVICES. IF YOU USE THE WEBSITE AND/OR SERVICES, YOU ARE DEEMED TO HAVE ACCEPTED THESE TERMS.

  1. WHO WE ARE AND WHAT THIS AGREEMENT DOES

We, KPOP EUROPA LIMITED of 3 Park Court, Pyrford Road, West Byfleet, Surrey, KT14 6SD, UK (referred to as we or our or us in these Terms) license you to use:

  • the kpopflex.com website, the e-Commerce page and any updates or supplements to it. As used herein, website also includes any other mobile applications, social media accounts and other mechanisms through which you can access the Services and Content or otherwise communicate with us (collectively, Site).
  • the services you connect to via the site and the Content we provide to you through it (Services).

strictly in accordance with these Terms.

In these Terms, in addition to the other capitalised expressions contained herein:

 

  • Content means any and all images, text, information, data, audio, video, graphics, computer code, software and other material provided through our Services and/or the Site. Content includes both kpopflex.com Content and User Content.

 

  • com Content means any and all Content that we provide on or through our Services or Ste, including Content licensed from a third party, but excluding User Content.

 

  • User means any person who accesses or uses the Site or our Services in any way, whether or not they register for a kpopflex.com.

 

  1. YOUR PRIVACY

We only use any personal data we collect through your use of the Site and the Services in the ways set out in our Privacy Policy.

  1. SUPPORT FOR THE SITE AND HOW TO TELL US ABOUT PROBLEMS

Support. If you want to learn more about the Site or the Services or have any problems using them please contact us at customerservice@kpopflex.com

Contacting us (including with complaints). If you think the Site or the Services are faulty or misdescribed or wish to contact us for any other reason please contact our Customer Services at customerservice@kpopflex.com please be advised that support is provided as a courtesy and we make no representation or warranties regarding your use of the Site or Services.

How we will communicate with you. If we have to contact you we will do so by posting a notice through via the Site, via email, by SMS or by pre-paid post, using the contact details you have provided to us.

  1. CHANGES TO THESE TERMS; SERVICES; SITE

We have the right to change or modify these Terms, and to change or modify the Site and/or Services at any time or for any reason at our sole discretion, including to reflect changes in law or best practice or to deal with additional features which we introduce, however, we have no obligation to do so. If you do not accept the notified changes you may continue to use the Site and the Services in accordance with the existing Terms but certain new features may not be available to you.

We also reserve the right to modify or discontinue all or part of the Site and/or Services at any time. We will not be liable to you or to any third party for any such modification, change, suspension or discontinuation.

We will use reasonable efforts to give you at least 30 days’ notice of any change. However, we shall not be liable for any shorter notice (or lack of notice).

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime. Nothing in these Terms will be construed to obligate us to maintain and support the Site or Services, or to supply any corrections, updates, or releases in connection therewith.

 

 

  1. UPDATE TO THE SITE AND CHANGES TO THE SERVICE

From time to time we may automatically update the Site and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

The Site will always work with the then-current or immediately prior version of the operating system (as it may be updated from time to time) and generally match the description of it provided to you.

  1. WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO

The Site or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a Third-Party Account) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.

 

You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.

 

By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the Social Network Content) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account.

 

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through the Site Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site.

 

You will have the ability to disable the connection between the Site and your Third-Party Accounts at any time.

 

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

 

We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content.

 

You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your devices solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable).

 

We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile information that become associated with your account.

 

  1. RESTRICTIONS ON USE

You agree that you will:

  • not rent, lease, sub-license, loan, provide, or otherwise make available, the Site or the Services in any form, in whole or in part to any person without prior written consent from us;
  • not copy the Site or Services, except as part of the normal use of the Site or where it is necessary for the purpose of back-up or operational security;
  • not translate, merge, adapt, vary, alter or modify, the whole or any part of the Site or Services nor permit the Site or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Site and the Services on devices as permitted in these Terms;
  • not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Site or the Services nor attempt to do any such things, except to the extent expressly permitted by the laws of the jurisdiction applicable to you pursuant to Section 32, and provided that the information obtained by you during such activities:
  • is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
  • is not used to create any software that is substantially similar in its expression to the Site;
  • is kept secure; and
  • is used only for purposes permitted by your applicable laws;
  • comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Site or any Service.
  1. ACCEPTABLE USE RESTRICTIONS

You must:

  • not use the Site or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Site, any Service or any operating system;
  • not infringe our intellectual property rights or those of any third party in relation to your use of the Site or any Service, including by the submission of any material (to the extent that such use is not licensed by these Terms);
  • not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Site or any Service;
  • not use the Site or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
  • not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
  1. CONTENT AND OTHER INTELLECTUAL PROPERTY RIGHTS

All Content and other intellectual property rights in the Site and the Services throughout the world (including the trademarks, service marks, logos and product names displayed on or in connection with the Services) belong to us or to others who have licensed their rights to us, and the rights in the Site and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Site or the Services other than the right to use them in accordance with these Terms.

As between you and us, we own and retain, solely and exclusively, all rights, title, and interest in and to the Site, our Services, the look and feel, design, and organisation of the Site and our Services, all kpopflex.com Content, and the compilation of all Content on our Services, including all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights.

 

These Terms do not grant you any ownership over any Content, or any intellectual property rights in any Content, although you remain the owner of any intellectual property rights that you may have in your User Content.

 

We reserve all rights not expressly granted to you in these Terms.

 

  1. GENERAL CONTENT TERMS

 

Content covers a wide range of art and subject matter, is generally uncensored and may include material that some people may consider offensive or inappropriate for children. If you allow your child or anyone else to use your device, it is solely your responsibility to prevent them from accessing any Content that you think is or may be inappropriate for them.

 

Subject to these Terms, you may access and view Content within our Services for your own personal, non-commercial use, and in accordance with all applicable laws and the normal functionality and restrictions of our Services.

 

Except as expressly permitted by these Terms, you must not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Content in any way without express prior written permission from us or (as applicable) the appropriate third-party rights holder.

 

Any commercial exploitation of any image or other Content without express prior written permission from us or (as applicable) the appropriate third-party rights holder, including any commercialised reproduction, distribution, publishing, or creation of derivative works, is strictly prohibited.

 

  1. USER CONTENT

 

Some Services may enable Users to submit, post, publish or otherwise provide User Content. Each User is solely responsible for all User Content that they provide on or through our Services.

 

You acknowledge that we have no obligation to review or screen any User Content and that, by using our Services, you may be exposed to User Content that is inaccurate, misleading, offensive or otherwise objectionable.

 

We reserve the right to remove or refuse to display any User Content on our Services, in whole or in part, if we believe that such User Content may violate these Terms, the law, or any third-party rights, or for any other reason, without notice or liability, at any time, at our sole discretion.

 

You agree that your User Content shall comply with these Terms and all applicable laws (and you are responsible for confirming your legal obligations with respect to Your User Content). You agree to interact with other Users in a truthful and courteous manner and in compliance with all applicable laws.

 

By submitting, posting, publishing or otherwise providing any User Content on or through our Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right and licence, to use, host, store, process, reproduce exclusively for the purposes of promoting and for no other commercial purpose not explicitly expressed in the Artist agreement and/or this Agreement and/or any other separate agreement that we may conclude with you, distribute, publish, adapt, modify, translate, create derivative works from, publicly perform, and publicly display Your User Content, in any and all media now known or later developed, for the purposes of operating, distributing, promoting, and improving our Services, and developing new Services.

 

You represent and warrant that: i) you own or otherwise control all of the rights to Your User Content; and ii) the use of Your User Content does not violate these Terms or any applicable laws, and will not violate any right of, or cause injury to, any person or entity.

 

We will not be liable or responsible for any User Content, or for any use of Your User Content by us in accordance with these Terms.

 

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (Submissions) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

 

The Site may contain testimonials by Users of our products and/or services. These testimonials reflect the real-life experiences and opinions of such Users. However, the experiences are personal to those particular Users, and may not necessarily be representative of all Users of our products and/or services. We do not claim, and you should not assume, that all Users will have the same experiences. YOUR INDIVIDUAL RESULTS MAY VARY. Testimonials are submitted in various forms such as text, audio and/or video, and are reviewed by us before being posted. They appear verbatim as given by the Users, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public. The views and opinions contained in the testimonials belong solely to the individual User and do not reflect our views and opinions. We are not affiliated with Users who provide testimonials, and Users are not paid or otherwise compensated for their testimonials.

 

  1. COPYRIGHT POLICY

 

We respect the intellectual property rights of others and expect Users to do the same. We will respond to notices of claimed copyright infringement and we reserve the right to remove or disable access to any Content on our Services claiming to be infringing, at any time at our sole discretion, without notice or liability.

 

In connection with any Use of the Site and provision of Content subject to the United States DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA), the following applies:

 

Notifications

 

If you believe that any Content or other material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a Notification). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to the Site infringes your copyright, you should consider first contacting an attorney.

 

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by the Notification, a representative list of such works available through the App; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

 

 

 

  1. PROMOTIONS

 

We may offer or conduct promotions, prize draws or competitions (Promotions) on or in connection with our Services from time to time, by ourselves or in conjunction with third parties.

 

Your participation in Promotions is subject to these Terms and any official rules we may post on our Services or otherwise make available to you in connection with Promotions (Promotion Rules). If any Promotions have Promotions Rules that conflict with these Terms, those Promotion Rules will prevail to the extent of the conflict as relates to those Promotions.

 

  1. DISCLAIMER

 

UNLESS PROHIBITED BY LAW, THE SITE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. UNDER NO CIRCUMSTANCE SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE OR SERVICES OR RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SITE. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE OR ANY SERVICES, INCLUDING CONTENT OR THE CONTENT OF ANY WEBSITES LINKED THERETO, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

  1. LIMITATIONS OF LIABILITY

 

IN NO EVENT WILL WE OR OUR SUBSIDIARIES, AFFILIATES, LICENSORS OR LICENSEES, OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE AND/OR SERVICES, EXCEPT AS EXPRESSLY STATED HEREIN, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

  1. INDEMNIFICATION

 

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, licensors and licensees, and all of our respective officers, directors, employees, agents or partners, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) Your User Content; (2) use of the site and/or Services; (3) breach of these Terms, including any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other User with whom you connected. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

  1. WE MAY END YOUR RIGHTS TO USE the site AND THE SERVICES IF YOU BREAK THESE TERMS

We may end your rights to use the site and Services with or without notice, at any time by contacting you if you have broken these Terms. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND/OR SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION ON THE SITE, SERVICES, AND/OR ONLINE MARKETPLACE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

If we end your rights to use the Site and Services, you must stop all activities authorised by these Terms, including your use of the Site and any Services.

 

  1. WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

We may transfer our rights and obligations under these Terms to another organisation. We will always notify you if this happens and we will ensure that the transfer is subject to the provisions contained in these Terms.

  1. YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS TO SOMEONE ELSE

You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

  1. NO RIGHTS FOR THIRD PARTIES

These Terms do not allow you to grant any third party the right to enforce any term of this Agreement.

  1. IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST WILL CONTINUE IN FORCE

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

  1. EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN STILL ENFORCE IT LATER

Even if we delay in enforcing these Terms, we may do so at any later time. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

  1. WHICH LAWS APPLY TO THIS CONTRACT AND WHERE YOU MAY BRING LEGAL PROCEEDINGS

For Users resident in the United States of America, Its Possessions, and Territories, the following provisions govern: These Terms are governed by the laws of the State of New York. Venue shall be the courts serving the District of Columbia.

For all other Users: These Terms are governed by English law. Venue shall be the courts serving England and Wales.

For all Users: Any legal action of whatever nature brought by either you or us shall be subject to the arbitration provisions of Section 33, provided that we may seek injunctive or other equitable relief and may pursue our payment rights in any court of competent jurisdiction. You hereby consent to and waive all defences of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms. In no event shall you bring any claim, action, or proceeding related in any way to the App or Services more than one (1) year after the cause of action arose.

  1. ALTERNATIVE DISPUTE RESOLUTION

For Users resident in the United States of America, Its Possessions, and Territories: Except for relief as provided in Section 32, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, which cannot be settled through good faith dispute resolution efforts and negotiation among the parties, shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  All proceedings shall be conducted in the English language.

For all other Users: All disputes arising in connection with these Terms that cannot be settled through good faith dispute resolution efforts and negotiation between the parties shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator, fluent in the English language and with significant experience in the software industry, appointed in accordance with said Rules.  The language of the arbitration shall be in English.  The place of the arbitration shall be at a mutually agreed location and if the parties cannot reach agreement, disputes shall be settled in London.  These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute subject to our right to maintain the secrecy of our intellectual property and other confidential information.

For every User, any claim you bring against us shall be brought only in your name and shall not be combined with the claims of others.  You are prohibited by this Agreement from bringing class-action or multi-party claims against us.

 

  1. ELECTRONIC DATA

Using the Site and Services and any email or online communications between us constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, through the Site or otherwise, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

 

  1. ENGLISH LANGUAGE

 

By accessing the Site and using the Services, you agree that these Terms and all other documentation pertaining to the Site and Services shall be in the English language.   In the event of any inconsistency between any terms of these Terms and any translation thereof into another language, the English language meaning shall control.

 

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